UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _______ to _______
Commission
File Number:
(Exact name of registrant as specified in its charter)
| Province
of British Columbia, |
||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 13, 2025, there were Common Shares issued and outstanding.
TABLE OF CONTENTS
| 2 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Interim Consolidated Balance Sheets
(Expressed in Canadian dollars)
| As at | ||||||||||
| Notes | September 30, 2025 $ | December 31, 2024 $ | ||||||||
| ASSETS | ||||||||||
| CURRENT ASSETS | ||||||||||
| Cash and cash equivalents | 3 | |||||||||
| Prepaid expenses | ||||||||||
| Other receivables | 4 | |||||||||
| TOTAL CURRENT ASSETS | ||||||||||
| NON-CURRENT ASSETS | ||||||||||
| Exploration and evaluation assets | 5 | |||||||||
| Property, plant and equipment | 6 | |||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||||
| TOTAL ASSETS | ||||||||||
| LIABILITIES | ||||||||||
| CURRENT LIABILITIES | ||||||||||
| Trade payables and accrued liabilities – current | 7 | |||||||||
| Vehicle financing – current | ||||||||||
| Mortgage payable – current | 8 | |||||||||
| DSU liability – current | 11(c) | |||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||
| NON-CURRENT LIABILITIES | ||||||||||
| Trade payables and accrued liabilities – non-current | 7 | |||||||||
| Provision for leave and severance | ||||||||||
| Vehicle financing – non-current | ||||||||||
| Mortgage payable – non-current | 8 | |||||||||
| Term Loan | 9 | |||||||||
| NSR option liability | 10 | |||||||||
| DSU liability – non-current | 11(c) | |||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||||
| TOTAL LIABILITIES | ||||||||||
| SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||||
| Common Shares ( | 11 | |||||||||
| Preferred shares ( | 11 | |||||||||
| Additional paid-in capital | ||||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY (DEFICIENCY) | ( | ) | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIENCY) | ||||||||||
| Nature of Operations and Going Concern (Note 1) | ||||||||||
| Subsequent Event (Note 17) | ||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 3 |
Unaudited Condensed Interim Consolidated Statements of Operations and Comprehensive Loss
(Expressed in Canadian dollars)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||
| Notes | $ | $ | $ | $ | ||||||||||||||
| EXPENSES | ||||||||||||||||||
| General exploration expenses | 5 | |||||||||||||||||
| Depreciation and amortization | 6 | |||||||||||||||||
| General and administrative expenses | 16 | |||||||||||||||||
| Investor relations and communications | ||||||||||||||||||
| Director fees | ||||||||||||||||||
| Fair value movement of DSUs | 11(c) | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||
| Net foreign exchange loss | ||||||||||||||||||
| LOSS FOR THE PERIOD BEFORE OTHER ITEMS | ||||||||||||||||||
| OTHER ITEMS | ||||||||||||||||||
| Interest (income) expense, net | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest expense and accretion on Term Loan | 9 | |||||||||||||||||
| Impairment loss | 5 | |||||||||||||||||
| Loss on Term Loan extinguishment | 9 | |||||||||||||||||
| NET LOSS FOR THE PERIOD | ||||||||||||||||||
| OTHER COMPREHENSIVE LOSS (INCOME) | ||||||||||||||||||
| Exchange differences on translation of foreign operations | ( | ) | ( | ) | ( | ) | ||||||||||||
| TOTAL COMPREHENSIVE LOSS FOR THE PERIOD | ||||||||||||||||||
| Basic and diluted loss per share | ||||||||||||||||||
| Weighted average number of Common Shares outstanding – basic and diluted | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 4 |
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)
(Expressed in Canadian dollars)
| Three months ended September 30 | ||||||||||||||||||||||||||
| Notes | Number of shares | Preferred shares $ | Additional paid-in capital $ | Deficit $ | Accumulated other comprehensive (loss) income $ | Total shareholders’ equity (deficiency) $ | ||||||||||||||||||||
| BALANCE, JUNE 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Exercise/settlement of share-based awards, net | 11(c) | |||||||||||||||||||||||||
| Share-based compensation | 11(c) | - | ||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | |||||||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE, JUNE 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | |||||||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 5 |
Unaudited Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)…continued
(Expressed in Canadian dollars)
| Nine months ended September 30 | ||||||||||||||||||||||||||
| Notes | Number of shares | Preferred shares $ | Additional paid-in capital $ | Deficit $ | Accumulated other comprehensive (loss) income $ | Total shareholders’ (deficiency) equity $ | ||||||||||||||||||||
| BALANCE, DECEMBER 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share capital issued through private placement | 11(a) | |||||||||||||||||||||||||
| Share issue costs – private placement | 11(a) | - | ( | ) | ( | ) | ||||||||||||||||||||
| Share capital issued through debt conversion | 9 | |||||||||||||||||||||||||
| Share issue costs – debt conversion | 9 | - | ( | ) | ( | ) | ||||||||||||||||||||
| Exercise/settlement of share-based awards, net | 11(c) | |||||||||||||||||||||||||
| Share-based compensation | 11(c) | - | ||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | ( | ) | ( | ) | |||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||
| BALANCE, DECEMBER 31, 2023 | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||
| Share capital issued through private placement | ||||||||||||||||||||||||||
| Share issue costs | - | ( | ) | ( | ) | |||||||||||||||||||||
| Exercise/settlement of share-based awards, net | ||||||||||||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||
| Exchange differences on translation of foreign operations | - | |||||||||||||||||||||||||
| BALANCE, SEPTEMBER 30, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 6 |
Unaudited Condensed Interim Consolidated Statements of Cash Flows
(Expressed in Canadian dollars)
| Nine months ended September 30, | ||||||||||
| Notes | 2025 $ | 2024 $ | ||||||||
| OPERATING ACTIVITIES | ||||||||||
| Net loss for the period | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||
| DSUs granted | 11(c) | |||||||||
| Fair value movement of DSUs | 11(c) | ( | ) | ( | ) | |||||
| Share-based compensation | 11(c) | |||||||||
| Depreciation and amortization | 6 | |||||||||
| Provision for leave and severance | ||||||||||
| Interest and accretion, net | ||||||||||
| Accrued interest on lease liability | ||||||||||
| Loss on Term Loan extinguishment | 9 | |||||||||
| DSU redemption | 11(c) | ( | ) | |||||||
| Impairment loss | 5 | |||||||||
| Changes in non-cash working capital | ||||||||||
| Prepaid expenses and other receivables | ( | ) | ( | ) | ||||||
| Trade payables and accrued expenses | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||
| INVESTING ACTIVITIES | ||||||||||
| Acquisition of property, plant and equipment | 6 | ( | ) | ( | ) | |||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||||
| Proceeds from issuance of units | 11(a) | |||||||||
| Share issue costs | 9,11(a) | ( | ) | ( | ) | |||||
| Vehicle loan financing, net of repayments | ||||||||||
| Mortgage financing | 8 | |||||||||
| Lease payments | ( | ) | ||||||||
| Net cash provided by financing activities | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ( | ) | ||||||
| Change in cash and cash equivalents for the period | ( | ) | ||||||||
| Cash and cash equivalents at the beginning of the period | ||||||||||
| Cash and cash equivalents at the end of the period | ||||||||||
| Supplemental cash flow information | ||||||||||
| Income taxes paid | ||||||||||
| Interest paid | ||||||||||
See Note 9 and 11(a) for noncash Financing Activities.
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 7 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
1. NATURE OF OPERATIONS AND GOING CONCERN
a) Nature of Operations
NexMetals Mining Corp. and its wholly owned subsidiaries’ (collectively, the “Company” or “NEXM” and formerly Premium Resources Ltd.) principal business activity is the exploration and evaluation of the Selebi and Selebi North nickel-copper-cobalt (“Ni-Cu-Co”) mines in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the nickel, copper, cobalt, platinum-group elements (“Ni-Cu-Co-PGE”) Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licences (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”).
The common shares of NEXM (“Common Shares”) are listed and posted for trading on the Nasdaq Capital Market (the “Nasdaq”) and on the TSX Venture Exchange (the “TSXV”) under the symbol “NEXM”. Prior to June 11, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and “PREM”, respectively. The Company’s head office is located at 3123-595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1J1, and registered office is located at 1111 West Hastings Street, 15th Floor, Vancouver, British Columbia, Canada, V6E 2J3.
b) Going Concern
The Company, being in the exploration stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and development. These risks include the challenges of securing adequate capital for exploration and advancement of the Company’s material projects, operational risks inherent in the mining industry, and global economic and metal price volatility, and there is no assurance management will be successful in its endeavours.
These
unaudited condensed interim consolidated financial statements have been prepared on the assumption that the Company will continue as
a going concern, meaning it will continue in operation for the foreseeable future and will be able to realize assets and discharge liabilities
in the ordinary course of operations. The ability of the Company to continue operations as a going concern is ultimately dependent upon
achieving profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of $
It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material.
The properties in which the Company currently has an interest are in pre-revenue stage. As such, the Company is dependent on external financing to fund its activities. In order to carry out the planned activities and cover administrative costs, the Company will use its existing working capital and raise additional amounts as needed.
On
October 28, 2025, the Company announced a brokered “best efforts” public offering in Canada and concurrent private
placement in the United States (Note 17). On October 30, 2025, the Company announced an upsizing of the Offering for gross proceeds
of up to $
Although the Company has been successful in its past fundraising activities, there is no assurance as to the success of future fundraising efforts or as to the sufficiency of funds raised in the future.
| 8 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
2. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
(a) Statement of Compliance
These unaudited condensed interim consolidated financial statements reflect the accounts of the Company and have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) for interim financial information and in accordance with the instructions in Article 10 of Regulation S-X promulgated by the U.S. Securities and Exchange Commission (the “SEC”).
Certain information or footnote disclosures normally included in annual financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed interim consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024. The interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.
(b) Basis of Preparation
These unaudited condensed interim consolidated financial statements have been prepared under the historical cost convention, modified by the revaluation of any financial assets and financial liabilities where applicable. The preparation of these unaudited condensed interim consolidated financial statements in accordance with US GAAP for interim financial information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ materially from those estimates. The Company assessed certain accounting matters that generally require consideration of forecasted financial information in context with the information reasonably available to the Company as of September 30, 2025, and through the date of this Report filing.
Operating segments are reported in a manner consistent with the internal reporting provided to executive management. The Company determined that it has one reportable operating segment being that of the acquisition, exploration and evaluation of mineral properties in three geographic segments, which are Canada, Barbados and Botswana (Note 14).
The Company’s presentation currency is Canadian dollars. Reference herein of $ or CAD is to Canadian dollars, US$ or USD is to United States dollars, and BWP is to Botswana pula.
The significant accounting policies used in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those used in the preparation of the audited annual consolidated financial statements for the year ended December 31, 2024. Except as described in Note 2(f) and (g), there were no changes in significant accounting policies during the three and nine months ended September 30, 2025.
(c) Reclassification
Certain
comparative figures on the unaudited condensed interim consolidated balance sheets, unaudited condensed interim consolidated statements
of operations and comprehensive loss, unaudited condensed interim consolidated statements of cash flows, and the notes to the unaudited
condensed interim consolidated financial statements have been reclassified to conform to the current year presentation. These reclassifications
have no effect on net loss or shareholders’ equity as previously reported. For the three and nine months ended September 30, 2024,
an adjustment has been made to reduce share-based compensation by $
| 9 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
As a result of the Share Consolidation, the number of Common Shares issuable upon exercise of outstanding warrants has been adjusted in accordance with the applicable warrant terms, such that each warrant now entitles the holder to receive one post-consolidation Common Share for every twenty Common Shares previously issuable, at a proportionally adjusted exercise price. The total number of warrants outstanding was not affected by the Consolidation. For comparative and presentation purposes, all warrant figures presented herein, including the number of warrants outstanding and the number of Common Shares issuable upon exercise, are presented on a post-consolidation basis.
The exercise price, number of Options outstanding, and number of Common Shares issuable upon the exercise of outstanding Options presented in these financial statements were proportionately adjusted to reflect the Share Consolidation. Further, the number of restricted share units and deferred share units, and number of Common Shares issuable upon the vesting of restricted share units presented in these financial statements were also proportionately adjusted to reflect the Share Consolidation. All information respecting outstanding Common Shares and other securities of the Company, including basic and diluted loss per share, in the current and comparative periods presented herein give effect to the Share Consolidation.
(e) Basis of Consolidation
These unaudited condensed interim consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries as summarized in the table below. All intercompany transactions, balances, income and expenses are eliminated upon consolidation.
| Name of Entity | Place of Incorporation | Percentage Ownership | Functional Currency | |||
| NexMetals Mining Corp. | CAD | |||||
| NAN Exploration Inc. | CAD | |||||
| PNR Amalco Ltd. | CAD | |||||
| Premium Resources International Ltd. | USD | |||||
| Premium Resources Selkirk (Barbados) Limited | USD | |||||
| Premium Resources Selebi (Barbados) Limited | USD | |||||
| Premium Nickel Group Proprietary Limited | BWP | |||||
| Premium Nickel Resources Proprietary Limited | BWP | |||||
(f) Debt Extinguishment
Upon the extinguishment of debt, the difference between the amount paid on extinguishment, including miscellaneous costs of reacquisition, and the net carrying amount of the debt being extinguished, being the amount due at maturity, adjusted for unamortized premiums, discounts, and costs of issuance, is recognized as a gain or loss when the debt is extinguished. The fair value of the assets transferred or the fair value of an equity interest granted is used in accounting for the settlement of the debt unless the fair value of the debt being settled is more clearly evident.
| 10 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
Recently Adopted Accounting Pronouncements
(g) ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures
In December 2023, the Financial Accounting Standards Board (“FASB”) issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The Company adopted the new standard effective January 1, 2025, and will include certain additional disclosures in the notes to its consolidated financial statements for the year ending December 31, 2025.
Recently Issued Accounting Pronouncements and Disclosures Not Yet Adopted
(h) ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, FASB issued an Accounting Standards Update (“ASU”) which will require entities to provide disaggregated disclosure of specified categories of expenses that are included on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, amortization and depletion. This ASU becomes effective January 1, 2027. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its consolidated financial statements.
3. CASH AND CASH EQUIVALENTS
A summary of the Company’s cash and cash equivalents is detailed in the table below:
September 30, 2025 $ | December 31, 2024 $ | |||||||
| Cash | ||||||||
| Short-term deposits | ||||||||
| Total cash and cash equivalents | ||||||||
4. OTHER RECEIVABLES
A summary of the Company’s other receivables is detailed in the table below:
September 30, 2025 $ | December 31, 2024 $ | |||||||
| HST paid on purchases | ||||||||
| VAT paid on purchases | ||||||||
| Other receivables | ||||||||
| Total other receivables | ||||||||
| 11 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
5. EXPLORATION AND EVALUATION ASSETS
The exploration and evaluation assets of the Company consist of the acquisition costs of mining assets located in Botswana:
| Botswana | ||||||||||||
Selebi $ | Selkirk $ | Total $ | ||||||||||
| Balance, December 31, 2023 | ||||||||||||
| Foreign currency translation | ||||||||||||
| Balance, December 31, 2024 | ||||||||||||
| Impairment loss - Phikwe South and Southeast Extension | ( | ) | ( | ) | ||||||||
| Foreign currency translation | ||||||||||||
| Balance, September 30, 2025 | ||||||||||||
The following is a description of the Company’s exploration and evaluation assets and the related spending commitments:
Botswana Assets - Selebi and Selkirk
In September 2021, the Company executed the Selebi Asset Purchase Agreement (“Selebi APA”) with the BCL Limited (“BCL”) liquidator to acquire the Selebi Mines formerly operated by BCL. In January 2022, the Company closed the transaction and ownership of the Selebi Mines transferred to the Company.
Pursuant
to the Selebi APA, the aggregate purchase price payable to the seller for the Selebi Mines shall be the sum of $
| ● | $ |
| ● | $ |
| ● | $ |
The
total acquisition cost of the Selebi Mines included the first instalment of $
In
addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator.
| 12 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
The Company also negotiated a separate asset purchase agreement (the “Selkirk APA”) with the liquidator of Tati Nickel Mining Company (“TNMC”) in January 2022 to acquire the Selkirk deposit and related infrastructure formerly operated by TNMC. The transaction closed in August 2022.
The
Selkirk APA does not provide for a purchase price or initial payment for the purchase of the assets. The acquisition cost of the Selkirk
Mine of $
In
addition to the Selkirk APA, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration
agreement with the liquidator.
In
August 2023, the Company entered into a binding commitment letter with the liquidator of BCL to acquire a
Both
the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of
| 13 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
General Exploration Expenses
Details of the general exploration expenses by nature are presented as follows:
| Three months ended September 30, 2025 | Three months ended September 30, 2024 | |||||||||||||||||||||||||||||||
Selebi $ | Selkirk $ | Other $ | Total $ | Selebi $ | Selkirk $ | Other $ | Total $ | |||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||||||||||
| Site operations, administration, & overhead | ||||||||||||||||||||||||||||||||
| Infrastructure & equipment maintenance | ||||||||||||||||||||||||||||||||
| Geology | ||||||||||||||||||||||||||||||||
| Mine development | ||||||||||||||||||||||||||||||||
| Electricity | ||||||||||||||||||||||||||||||||
| Engineering & technical studies | ||||||||||||||||||||||||||||||||
| Geophysics | ||||||||||||||||||||||||||||||||
| Freight, tools, supplies, & other consumables | ||||||||||||||||||||||||||||||||
| Health & safety | ||||||||||||||||||||||||||||||||
| Environmental, social & governance | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| Nine months ended September 30, 2025 | Nine months ended September 30, 2024 | |||||||||||||||||||||||||||||||
Selebi $ | Selkirk $ | Other $ | Total $ | Selebi $ | Selkirk $ | Other $ | Total $ | |||||||||||||||||||||||||
| Drilling | ||||||||||||||||||||||||||||||||
| Site operations, administration, & overhead | ||||||||||||||||||||||||||||||||
| Infrastructure & equipment maintenance | ||||||||||||||||||||||||||||||||
| Geology | ||||||||||||||||||||||||||||||||
| Mine development | ||||||||||||||||||||||||||||||||
| Electricity | ||||||||||||||||||||||||||||||||
| Engineering & technical studies | ||||||||||||||||||||||||||||||||
| Geophysics | ||||||||||||||||||||||||||||||||
| Freight, tools, supplies, & other consumables | ||||||||||||||||||||||||||||||||
| Health & safety | ||||||||||||||||||||||||||||||||
| Environmental, social & governance | ||||||||||||||||||||||||||||||||
| Share-based compensation | ||||||||||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||||||||||
| 14 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
6. PROPERTY, PLANT AND EQUIPMENT
The tables below set out costs and accumulated depreciation and amortization as at September 30, 2025, and December 31, 2024:
| Cost | Land and Buildings(1) $ | Equipment(1) $ | Furniture & Fixtures $ | Vehicles $ | Computer & Software $ | Total $ | ||||||||||||||||||
| Balance – December 31, 2023 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ||||||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Additions | ||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||
| Balance – September 30, 2025 | ||||||||||||||||||||||||
| Accumulated Depreciation and Amortization | Land and Buildings(1) | Equipment(1) | Furniture & Fixtures | Vehicles | Computer & Software | Total | ||||||||||||||||||
| Balance – December 31, 2023 | ||||||||||||||||||||||||
| Depreciation during the year | ||||||||||||||||||||||||
| Foreign currency translation | ||||||||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Depreciation during the period | ||||||||||||||||||||||||
| Foreign currency translation | ( | ) | ( | ) | ||||||||||||||||||||
| Balance – September 30, 2025 | ||||||||||||||||||||||||
| Carrying Value | Land and Buildings(1) | Equipment(1) | Furniture & Fixtures | Vehicles | Computer & Software | Total | ||||||||||||||||||
| Balance – December 31, 2024 | ||||||||||||||||||||||||
| Balance – September 30, 2025 | ||||||||||||||||||||||||
Note:
| (1) |
| 15 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
7. TRADE PAYABLES AND ACCRUED LIABILITIES
A summary of trade payables and accrued liabilities is detailed in the table below:
September 30, 2025 $ | December 31, 2024 $ | |||||||
| Amounts due to related parties (Note 12) | ||||||||
| Trade payables | ||||||||
| Accrued liabilities | ||||||||
| Severance payable | ||||||||
| Total | ||||||||
| Less: current portion | ||||||||
| Non-current portion | ||||||||
Severance
payable at September 30, 2025 includes amounts due to the Company’s former Chief Executive Officer and Chief Financial Officer
related to their departures from the Company, of which: $
8. MORTGAGE PAYABLE
On August 20, 2025, the Company’s indirect wholly owned Botswanan subsidiary, Premium Nickel Resources Proprietary Limited (“PNRP”), entered into a mortgage in respect of the Company’s previously acquired Syringa Lodge located near the Selebi Mines. The Company had acquired the Syringa Lodge to house non-local personnel and consultants when visiting the Selebi Mines and for additional office space. The proceeds of the mortgage were used to fund ongoing drilling programs at the Selebi Mines.
The
principal amount of the mortgage is $
| 16 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
9. TERM LOAN
The
Company had a three-year term loan (the “Term Loan”) with Cymbria Corporation (“Cymbria”), the
lender and an affiliate of the Company’s largest shareholder, EdgePoint Investment Group Inc. (“EdgePoint”),
in the amount of $
On March 18, 2025, the Company closed a financing transaction (the “March 2025 Financing”) which included a non-brokered private placement (Note 11(a)) and the conversion of the Term Loan to equity (the “Debt Conversion”).
The
Company issued to Cymbria an aggregate of units
(each, a “Settlement Unit”) at a deemed issue price of $ per
Settlement Unit in full satisfaction of the $
Each
Settlement Warrant entitles the holder to acquire one additional Common Share of the Company at a price of $ per Common Share until
March 18, 2028. If, at any time prior to the expiry date, the volume-weighted average trading price of the Common Shares is at least
$ per Common Share for a period of
The
fair value of the Common Shares issued as part of the Settlement Units was estimated at $ and was determined by applying an
implied discount for lack of marketability to the market observed price on the date of issuance. The fair value of the Settlement Warrants
was estimated at $
The Monte Carlo model used to value the Settlement Warrants was based on the following assumptions:
| Settlement Warrants | ||||
| Expected dividend yield | % | |||
| Share price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.
In
connection with the March 2025 Financing, the Company issued: (i) Common Shares to TriView Capital Ltd. (“TriView”)
for its services as finder; (ii) Common Shares to Fiore Management and Advisory Corp. (“Fiore”) and
Common Shares to Bowering Projects Ltd. (“Bowering”) for certain advisory services; and (iii) Common Shares
to a financial advisor for financial advisory services. The fair value of these shares was determined to be $. In addition to
the Common Shares, the Company incurred various legal, listing and financing fees payable in cash totalling $
All securities issued as part of the Debt Conversion are subject to a hold period, which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 19, 2026.
The following is a continuity of the Term Loan:
| $ | ||||
| Term Loan balance, December 31, 2023 | ||||
| Accrued interest | ||||
| Accretion of warrant value and transaction costs | ||||
| Interest paid | ( | ) | ||
| Term Loan balance, December 31, 2024 | ||||
| Accrued interest | ||||
| Accretion of warrant value and transaction costs | ||||
| Interest paid | ( | ) | ||
| Debt Conversion | ( | ) | ||
| Term Loan balance, September 30, 2025 | ||||
| 17 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
10. NSR OPTION
In
2023, Cymbria paid an aggregate of $
As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at September 30, 2025, and December 31, 2024 is $. The Option Payment received in cash was recorded as a non-current liability.
NEXM’s
indirect wholly owned subsidiary, PNRP, acquired the Selebi Mines in January 2022 out of liquidation. Pursuant to the acquisition
agreement, the liquidator retained a
PREM’s
indirect wholly owned subsidiary, Premium Nickel Group Proprietary Limited (“PNGP”), acquired the Selkirk Mine in
August 2022 out of liquidation. Pursuant to the acquisition agreement, the liquidator retained a
Each
of PNRP and PNGP has agreed to grant Cymbria, in exchange for the Option Payment, an option to participate in any such repurchase of
the applicable portion of its NSR from the relevant liquidator. Cymbria will, following the exercise of its option to participate in
any such repurchase, acquire a
Under
the NSR option purchase agreements, Cymbria could acquire a
| 18 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
As disclosed in Note 2(d), the Share Consolidation has been applied retrospectively herein.
The authorized capital of the Company comprises an number of Common Shares without par value and Preferred Shares, issuable in series, of which are authorized to be designated as Series 1 Convertible Preferred Shares.
| a) | Common Shares Issued and Outstanding |
Nine months ended September 30, 2025
On
March 18, 2025, the Company closed the March 2025 Financing which included a non-brokered private placement and the conversion of its
$
The
non-brokered private placement (the “Private Placement”) consisted of issuing
In
connection with the March 2025 Financing, the Company issued: (i) Common Shares to TriView for its services as finder; (ii)
Common Shares to Fiore and Common Shares to Bowering for certain advisory services; and (iii) Common Shares to a financial
advisor for financial advisory services. The fair value of these shares was determined to be $. In addition to the Common Shares,
the Company incurred various legal, listing and financing fees payable in cash totalling $
All securities issued as part of the Private Placement are subject to a hold period which expired July 19, 2025, with the exception of the Common Shares issued to Fiore and Bowering which have a hold period expiring March 19, 2026.
The
fair value of the Common Shares issued under the Private Placement was estimated at $
The fair value of the Private Placement Warrants was calculated using the following assumptions:
| Private Placement Warrants | ||||
| Expected dividend yield | % | |||
| Share price | $ | |||
| Expected share price volatility | % | |||
| Risk free interest rate | % | |||
| Expected life of warrant | ||||
The volatility was determined by calculating the historical volatility of the Company’s share price over a 3-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns. The same implied discount for lack of marketability for purposes of the Common Shares valuation was also applied to the share price for the Settlement Warrants valuation.
| 19 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
During
the nine months ended September 30, 2025, Common Shares were issued for the net exercise of
As at September 30, 2025, the Company had Common Shares issued and outstanding (December 31, 2024 – ).
Year ended December 31, 2024
On June 14, 2024, the Company closed the first tranche of a non-brokered private placement offering (the “June 2024 Financing”), pursuant to which the Company issued an aggregate units of the Company (the “June 2024 Units”) at a price of $ per June 2024 Unit for aggregate gross proceeds of $. Each June 2024 Unit was comprised of one Common Share and one Common Share purchase warrant of the Company (each, a “June 2024 Warrant”).
On June 21, 2024, the Company closed the second tranche of the June 2024 Financing and issued an additional June 2024 Units at $ per June 2024 Unit for gross proceeds of $.
Each
June 2024 Warrant entitles the holder thereof to acquire one Common Share for a period expiring 60 months following the date of issuance
at a price of $
In
connection with the June 2024 Financing, the Company issued
The
fair value of the June 2024 Warrants, calculated using the Monte Carlo model, was estimated at $
| June 14, 2024 | June 21, 2024 | |||||||
| Expected dividend yield | % | % | ||||||
| Share price | $ | $ | ||||||
| Expected share price volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Expected life of warrant | ||||||||
The volatility was determined by calculating the historical volatility of stock prices of the Company over a 5-year period using daily closing prices. The formula used to compute historical volatility is the standard deviation of the logarithmic returns.
During
the year ended December 31, 2024, Common Shares were issued for the net exercise of
| b) | Warrants |
The following summarizes Common Share purchase warrant activity:
| Nine months ended | Year ended | |||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||
| Number Outstanding | Weighted Average Exercise Price $ | Number Outstanding | Weighted Average Exercise Price $ | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Issued | ||||||||||||||||
| Expired | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outstanding, end of the period | ||||||||||||||||
| 20 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
At September 30, 2025, the Company had outstanding Common Share purchase warrants exercisable to acquire Common Shares as follows:
Warrants Outstanding | Warrants Exercisable | Expiry Date | Exercise Price $ | Intrinsic Value $ | ||||||||||||
| June 28, 2026 | ||||||||||||||||
| June 14, 2029 | ||||||||||||||||
| June 21, 2029 | ||||||||||||||||
| March 18, 2028 | ||||||||||||||||
| March 18, 2028 | ||||||||||||||||
| c) | Omnibus Plan |
During the second quarter of 2025, the Company adopted a new “rolling up to 10%” long-term omnibus incentive plan (the “Omnibus Plan”) which replaces the Company’s existing stock option plan, restricted share unit plan, and deferred share unit plan.
The Omnibus Plan provides for the award of Restricted Share Units (“RSUs”), Deferred Share Units (“DSUs”) and options to purchase Common Shares (“Options” and together with RSUs and DSUs, “Awards”) to directors, officers, employees and consultants upon approval by the Board of Directors. The maximum aggregate number of Common Shares issuable in respect of all past and future Awards granted or issued, at any point, shall not exceed 10% of the total number of issued and outstanding Common Shares on a non-diluted basis at such point in time, subject to certain participation limits on grants. No Award granted or issued under the Omnibus Plan, other than Options, may vest before the date that is one year following the date it is granted or issued.
Options
An Option is an Award that gives a participant the right to purchase one Common Share at a specified price. The exercise price of each Option shall not be less than the discounted market price on the grant date and as approved by the Board of Directors of the Company. The Options can be granted for a maximum term of .
The following summarizes the Option activity:
| Nine months ended | Year ended | |||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||
| Number Outstanding | Weighted Average Exercise Price $ | Number Outstanding | Weighted Average Exercise Price $ | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Expired/cancelled | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Outstanding, end of the period | ||||||||||||||||
| 21 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
The total intrinsic value of Options exercised for the nine months ended September 30, 2025, was $ (year ended December 31, 2024 - $).
During the nine months ended September 30, 2025, the Company granted an aggregate of Options to employees, directors, officers and consultants with a term of . The Options have a weighted average exercise price of $ per Common Share. Of the Options granted, vest as to one-half on the date of grant and the balance on the first anniversary of the date of grant, vested immediately on the date of grant, and vest annually in equal thirds beginning on the date of grant.
For the three and nine months ended September 30, 2025, a total of $ (three months ended September 30, 2024 - $) and $ (nine months ended September 30, 2024 – $), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to Options.
The fair value of Options granted was calculated using the Black-Scholes Option Pricing Model. The volatility was determined using the historical daily volatility over the expected life of the Options. The expected life of the Options considered the contractual term of the Options, as well as an estimate of the time to exercise. The Black-Scholes Option Pricing Model used the following assumptions:
| Nine months ended | Year ended | |||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Expected dividend yield | % | % | ||||||
| Expected forfeiture rate | % | % | ||||||
| Expected share price volatility range | - | % | - | % | ||||
| Weighted average expected share price volatility | % | % | ||||||
| Risk free interest rate | %- | % | %- | % | ||||
| Expected life of Options | - years | - years | ||||||
Options Outstanding | Options Exercisable | Expiry Date | Exercise Price $ | Intrinsic Value $ | ||||||||||||
| January 26, 2026 | ||||||||||||||||
| February 25, 2026 | ||||||||||||||||
| September 29, 2026 | ||||||||||||||||
| October 25, 2026 | ||||||||||||||||
| January 20, 2027 | ||||||||||||||||
| August 8, 2028 | ||||||||||||||||
| August 14, 2029 | ||||||||||||||||
| December 4, 2029 | ||||||||||||||||
| March 18, 2030 | ||||||||||||||||
| April 24, 2030 | ||||||||||||||||
| 22 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
RSUs
A RSU is an Award that upon settlement, entitles the recipient participant to receive one Common Share. The number, terms, and vesting conditions of RSUs awarded will be determined by the Board of Directors from time to time. The Company uses the fair value method of accounting for the recording of RSU grants, and the fair value of the RSUs was determined based on the closing price of the Company’s Common Shares on the grant date.
During the nine months ended September 30, 2025, the Company granted an aggregate of RSUs to employees, directors, officers and consultants with each RSU vesting in full on the first anniversary of the date of grant.
| Nine months ended | Year ended | |||||||||||||||
| September 30, 2025 | December 31, 2024 | |||||||||||||||
Number Outstanding
| Weighted Average Grant-Date Fair Value Per Award $ | Number Outstanding
| Weighted Average Grant-Date Fair Value Per Award $ | |||||||||||||
| Outstanding, beginning of the year | ||||||||||||||||
| Granted | ||||||||||||||||
| Vested / Settled | ( | ) | ( | ) | ||||||||||||
| Outstanding, end of the period | ||||||||||||||||
For the three and nine months ended September 30, 2025, a total of $ (three months ended September 30, 2024 – $) and $ (nine months ended September 30, 2024 - $), respectively, was recorded as share-based compensation expense and credited to additional paid-in capital related to RSUs.
DSUs
DSUs are granted annually by the Board of Directors and outstanding DSUs are settled in cash upon redemption. The number and vesting conditions of DSUs awarded will be determined by the Board of Directors from time to time. Each director may elect to receive any part or all of their director fees in DSUs.
The DSUs credited to the account of a director may only be redeemed following the date upon which the holder ceases to be a director but prior to the end of the calendar year following the year in which the holder ceases to be a director.
The following is a continuity of the DSUs:
| Number of Awards | Price(1) $ | Fair Value $ | ||||||||||
| DSUs outstanding at December 31, 2023 | ||||||||||||
| Granted | ||||||||||||
| Fair value adjustment | ( | ) | ||||||||||
| DSUs outstanding at December 31, 2024 | ||||||||||||
| Redeemed | ( | ) | ( | ) | ||||||||
| Fair value adjustment | ( | ) | ||||||||||
| DSUs outstanding at September 30, 2025 | ||||||||||||
| Less: current portion | ||||||||||||
| Non-current portion | ||||||||||||
Note:
| (1) |
During the nine months ended September 30, 2025, the Company did not grant DSUs. During the three and nine months ended September 30, 2025, the Company recorded a fair value adjustment gain of $ and $, respectively, on the outstanding DSUs. During the three and nine months ended September 30, 2024, the DSU compensation, net of fair value adjustments, was $ and $, respectively.
The DSUs are classified as a derivative financial liability measured at fair value, with changes in fair value recorded in profit or loss. The fair value of the DSUs was determined based on the closing price of the Company’s Common Shares on the respective balance sheet date. As at September 30, 2025, the Company reassessed the fair value of the DSUs at $ and recorded the amount as a DSU liability (December 31, 2024 - $).
| 23 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
12. RELATED PARTY TRANSACTIONS
The following amounts due to related parties are included in trade payables and accrued liabilities (Note 7).
September 30, 2025 $ | December 31, 2024 $ | |||||||
| Directors and officers of the Company | ||||||||
| Total | ||||||||
Included
in the amounts due to related parties at December 31, 2024, is $
These amounts are unsecured, non-interest bearing and have 30-day fixed terms of repayment with the exception of the retirement payment, as noted above.
| (a) | Related party transactions |
During
2024, EdgePoint and its affiliates, related parties of the Company, subscribed for
On
March 18, 2025, the Company closed the March 2025 Financing which included the conversion of its Term Loan held by EdgePoint and its
affiliates to equity (Note 9). The Company issued to EdgePoint and its affiliates an aggregate
of Settlement Units. As of September 30, 2025, EdgePoint and its affiliates beneficially owned an aggregate of Common
Shares and warrants, representing approximately % of the outstanding Common Shares (approximately
In
connection with the Private Placement (Note 11(a)), certain insiders of the Company subscribed
for an aggregate of
For
the three and nine months ended September 30, 2025, the Company paid interest of $ (three months ended September 30, 2024 - $
| (b) | Key management personnel are defined as members of the Board of Directors and certain senior management. |
Key management compensation was related to the following:
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
2025 $ | 2024 $ | 2025 $ | 2024 $ | |||||||||||||
| Salaries and management fees | ||||||||||||||||
| Severance and transition costs | ||||||||||||||||
| Site operations and administration | ||||||||||||||||
| Director fees, net of DSU fair value movements | ( | ) | ||||||||||||||
| Share-based compensation | ||||||||||||||||
| Total compensation | ||||||||||||||||
For
the three and nine months ended September 30, 2025, the Company incurred $
| 24 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
13. FAIR VALUE OF FINANCIAL INSTRUMENTS
ASC 820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy’s three tiers are based on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and | |
| Level 3: | One or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability. |
Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.
The carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term nature and therefore have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments were as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||
| Classification | Carrying Value $ | Fair Value $ | Carrying Value $ | Fair Value $ | ||||||||||||||
| DSU liability | Level 1 | |||||||||||||||||
| Vehicle financing | Level 2 | |||||||||||||||||
| Mortgage payable | Level 2 | |||||||||||||||||
| Term loan | Level 3 | |||||||||||||||||
| NSR option liability | Level 2 | |||||||||||||||||
DSU liability – the fair value of the DSUs is measured using the closing price of the Company’s Common Shares at the end of each reporting period.
Vehicle financing and mortgage payable – the fair values approximate carrying values as the interest rates are comparable to current market rates.
Term loan – the term loan was carried at amortized cost. The fair value measurement of the term loan was based on an income approach.
NSR option liability – The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted cash flow projections, metal price volatility, and risk-free interest rate. As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at September 30, 2025, and December 31, 2024, is $.
The following represents a summary of the Company’s future debt maturities based on the principal amounts outstanding at September 30, 2025:
2025 $ | 2026 $ | 2027 $ | 2028 $ | 2029 $ | Thereafter $ | Total $ | ||||||||||||||||||||
| 25 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
14. SEGMENTED INFORMATION
The Company has identified its Chief Executive Officer as its Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s performance and segmented results based on Loss for the Period Before Other Items. The significant segment expenses reviewed by the CODM are consistent with the expense line items presented in Loss for the Period Before Other Items in the Company’s unaudited condensed interim consolidated statements of operations and comprehensive loss. The CODM uses Loss for the Period Before Other Items to assess segment performance against the Company’s planned results, and to allocate capital investment.
The
Company operates in
September 30, 2025 $ | December 31, 2024 $ | |||||||
| Current assets | ||||||||
| Canada | ||||||||
| Barbados | ||||||||
| Botswana | ||||||||
| Total | ||||||||
| Exploration and evaluation assets | ||||||||
| Botswana | ||||||||
| Property, plant and equipment | ||||||||
| Botswana | ||||||||
15. CONTINGENT LIABILITIES
There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions are the responsibility of the sellers, BCL and TNMC. The Company has an obligation for the rehabilitation costs arising subsequent to the acquisitions. As of September 30, 2025, there were no material rehabilitation costs for which the Company expects to incur, and management is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related to its exploration and evaluation assets.
| 26 |
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
For the three and nine months ended September 30, 2025 and 2024
(Expressed in Canadian dollars)
16. GENERAL AND ADMINISTRATIVE EXPENSES
Details of the general and administrative expenses are presented in the following table:
Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
2025 $ |
2024 $ |
2025 $ |
2024 $ |
|||||||||||||
| Advisory and consultancy | ||||||||||||||||
| Filing fees | ||||||||||||||||
| General office expenses | ||||||||||||||||
| Insurance | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Salaries and management fees | ||||||||||||||||
| Severance and transition costs | ||||||||||||||||
| Share-based compensation | ||||||||||||||||
| Total | ||||||||||||||||
For
the three and nine months ended September 30, 2025, the Company incurred $
17. SUBSEQUENT EVENT
On October 28, 2025, the Company announced a brokered “best efforts” public offering in Canada and concurrent private
placement in the United States (the “Offering”). On October 30, 2025, the Company announced an upsizing of the
Offering to units
of the Company (the “November 2025 Units”) at a price of $
Each November 2025 Unit will consist of one Common Share and one common share purchase warrant of the Company (each, a “November 2025 Warrant”). Each November 2025 Warrant will entitle the holder to acquire one Common Share for a period expiring 24 months following the date of issuance at a price of $.
The
agents will receive a cash fee equal to
The Offering is expected to close on November 17, 2025 (the “Closing Date”) and remains subject to customary closing conditions.
| 27 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) for NexMetals Mining Corp. contains forward-looking statements that relate to future events or our future financial performance. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. These risks and other factors include those listed under “Risk Factors” in Part II, Item 1A of this Report. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date hereof. You should read this Report and the documents that we have filed as exhibits to this Report completely and with the understanding that our actual future results may be materially different from what we expect.
Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless otherwise indicated, all references to “$”, “C$” and “dollars” in this Report refer to Canadian dollars, references to “US$” in this Report refer to United States dollars and references to “BWP” in this Report refer to Botswanan pula. On September 30, 2025, the daily exchange rate: (i) for one United States dollar expressed in Canadian dollars was US$1.00 = C$1.3921 (or C$1.00 = US$0.7183); (ii) for one Botswanan pula expressed in Canadian dollars was BWP 1.00 = C$0.1033 (or C$1.00 = BWP 9.6805); and (iii) for one Botswanan pula expressed in United States dollars was BWP 1.00 = US$0.0742 (or US$1.00 = BWP 13.4763). “This quarter” or “the quarter” means the third quarter (“Q3”) of 2025.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis (this “MD&A”) of our financial condition and results of operation should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and accompanying notes thereto for the quarters ended September 30, 2025, and 2024 (the “Quarterly Financial Statements”) appearing elsewhere in this Report. This discussion and analysis below includes forward-looking statements within the meaning of applicable securities laws that are subject to risks, uncertainties and other factors described in the “Risk Factors” section in Part II, Item 1A of this Report that could cause actual results to differ materially from those anticipated in these forward-looking statements as a result of various factors. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future. We caution you to read the “Cautionary Note Regarding Forward-Looking Statements” section of this Report.
In this MD&A, unless the context otherwise requires, references to “the Company” or “NEXM” refer to NexMetals Mining Corp. and its consolidated subsidiaries. All monetary amounts in the discussion are expressed in Canadian dollars unless otherwise indicated.
Company Overview
NEXM is a mineral exploration and development company focused on the discovery and advancement of high-quality copper-nickel-cobalt-platinum group elements (“Cu-Ni-Co-PGE”) resources. The principal assets of the Company are the Selebi Main and Selebi North copper-nickel-cobalt (“Cu-Ni-Co”) mines in Botswana and related infrastructure (together, the “Selebi Mines”), as well as the Cu-Ni-Co-PGE Selkirk mine in Botswana, together with associated infrastructure and four surrounding prospecting licenses (collectively, the “Selkirk Mine” and together with the Selebi Mines, the “Mines”). NEXM is committed to governance through transparency, accountability, and open communication among NEXM’s team and stakeholders.
The Company’s principal business activity is the exploration and evaluation of the Mines. The Selebi and Selkirk Mines are permitted with 10-year mining licences, granted in 2022, and renewable upon the submission of approved mine plans and other customary conditions, and benefit from significant local infrastructure. The Company’s Selebi Mines include two shafts, the Selebi Main and Selebi North shafts, and related infrastructure such as rail, power and roads.
NEXM is headquartered in Vancouver, British Columbia, Canada and its common shares (the “Common Shares”) are publicly traded on the Nasdaq Capital Market (the “Nasdaq”) and the TSX Venture Exchange (the “TSXV”) under the symbol “NEXM”. Prior to June 11, 2025, the Company traded on the TSXV under its previous name and symbol, Premium Resources Ltd. and PREM, respectively.
Highlights and Key Developments:
| ● | On January 31, 2025, the Company filed the Selkirk Mineral Resource Estimate (“MRE”) in conformance with the SEC’s Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary, entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” (the “Selkirk TRS”) and dated January 8, 2025 (with an effective date of November 1, 2024) for its Selkirk Mine. The Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study. | |
| ● | On March 18, 2025, the Company closed a significant recapitalization of the Company which included a $46.0 million non-brokered equity private placement and the equity conversion of its $20.9 million three-year term loan with Cymbria Corporation. The March 2025 Financing has resulted in the successful deleveraging of the Company’s balance sheet and has provided the Company with the funds necessary to advance its new strategic direction. On March 20, 2025, Morgan Lekstrom was appointed as the Company’s Chief Executive Officer. For a summary of the transactions, see “Liquidity & Capital Resources — Financings”. |
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| ● | The Company announced the following appointments to the board of directors (the “Board of Directors” or the “Board”): | ||
| ○ | Chris Leavy on March 25, 2025 | ||
| ○ | André van Niekerk on April 24, 2025; and | ||
| ○ | Philipa Varris on July 23, 2025. | ||
| The Company also appointed Paul Martin to Chairman of the Board, previously serving as Director and Interim Chief Executive Officer, on March 20, 2025. James K. Gowans retired as Chairman of the Board but continues as a director of the Company. The Company also announced the retirements of William O’Reilly, Don Newberry, and Norman MacDonald as directors of the Company. | |||
| ● | On April 10, 2025, the Company announced a new strategic direction for the Mines. The Company’s strategic direction is aimed at rapidly demonstrating the size potential of the Selebi North and Selebi Main deposits. The Company is aggressively executing a carefully designed exploration drilling program at the Selebi Mines while concurrently finalizing metallurgical work to identify the optimal mineral processing method to consider in a future economic study. In addition, the Company is advancing the Selkirk Mine through ongoing work programs focused on resource expansion and metallurgical flowsheet development. For more information relating to the activities, see “Exploration and Evaluation Activities and Mineral Properties” below. | |
| ● | On June 3, 2025, shareholders approved the Company’s adoption of a new “rolling up to 10%” long-term omnibus incentive plan which replaces the Company’s existing stock option plan, restricted share unit plan, and deferred share unit plan. | |
| ● | On June 9, 2025, the Company announced that it changed its name from “Premium Resources Ltd.” to “NexMetals Mining Corp.” On June 11, 2025, the Company’s Common Shares commenced trading on the TSXV under the new name and new stock ticker symbol, “NEXM”. | |
| ● | On June 16, 2025, the Company announced the appointment of Brett MacKay as Senior Vice President & Chief Financial Officer. | |
| ● | On June 20, 2025, the Company’s Common Shares were consolidated on the basis of twenty (20) pre-consolidated shares for every one (1) post-consolidation share in connection with the Company’s listing on the Nasdaq which requires a minimum bid price of US$4.00 per share under its initial listing requirements. | |
| ● | On July 16, 2025, the Company’s Common Shares began trading on the Nasdaq under the symbol “NEXM”. | |
| ● | On July 17, 2025, the Company announced that it had received a non-binding letter of interest (“LI”) from the Export-Import Bank of the United States (“EXIM”). The LI indicates the potential for up to US $150 million in financing, with a maximum 15-year repayment tenor, to support the re-development of the Company’s Mines. | |
| ● | On October 10, 2025, the Company announced that it had continued out of the provincial jurisdiction of Ontario into the jurisdiction of the Province of British Columbia under the Business Corporations Act (British Columbia). | |
| ● | On October 28, 2025, the Company announced a brokered “best efforts” public offering in Canada and concurrent private placement in the United States. On October 30, 2025, the Company announced an upsizing of the Offering to 14,035,100 units of the Company at a price of $5.70 per November 2025 Unit for aggregate gross proceeds of up to $80,000,070, with each unit consisting of one Common Share and one common share purchase warrant. The net proceeds from the Offering are expected to be used to fund the prepayment of the first contingent milestone payment under the Selebi APA and Selkirk APA, the timing of which is planned prior to the end of 2025, to advance exploration and development activities at the Mines, and for working capital and general corporate purposes. See “Liquidity and Capital Resources – Financings”. |
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Corporate Social Responsibility
The Company is committed to conducting its business in a socially responsible and sustainable manner, with a focus on environmental stewardship, health and safety, community engagement and ethical conduct. The Company has established policies and procedures in its Code of Business Conduct and Ethics to ensure compliance with applicable laws and regulations, as well as industry standards for responsible mining. NEXM recognizes the importance of stakeholder engagement and works closely with local communities, indigenous groups and other stakeholders to ensure their concerns and perspectives are heard and addressed.
Exploration and Evaluation Activities
The following table outlines the key milestones, estimated timing and costs related to each of the Mines, based on the Company’s reasonable expectations, intended courses of action and current assumptions and judgement, with information based as of September 30, 2025.
| Key Milestones for Project | Expected Timing of Completion | Anticipated Costs | ||
| Exploration and Development | ||||
| Selebi Mines and Selkirk Mine exploration and drilling programs | Ongoing, costs to December 31, 2025 | $1.9 million to $2.5 million | ||
| Selebi Mines underground development | Ongoing, costs to December 31, 2025 | $0.4 million to $0.7 million | ||
| Capital expenditures(1) | Ongoing, costs to December 31, 2025 | $0.8 million to $1.2 million | ||
| Studies & Operating Costs | ||||
| Advancing project economics(2) | Ongoing, costs to December 31, 2025 | $2.7 million to $3.3 million | ||
| Operating costs | Ongoing, costs to December 31, 2025 | $2.8 million to $3.4 million |
Notes:
| (1) | Includes mobile equipment purchases and refurbishments, electrical equipment, and a drill conversion kit in support of drill programs and underground development. | |
| (2) | Includes advancing project economics through further metallurgical sampling and testing, evaluation of XRT (“X-ray Transmission”) pre-concentration sorting, and related flowsheet design. |
Readers are cautioned that the above represents the opinions, assumptions and estimates of management considered reasonable at the date the statements are made and are inherently subject to a variety of risks and uncertainties and other known and unknown factors that could cause actual events or results to differ materially from those described above. See “Cautionary Note Regarding Forward Looking Statements.”
Mineral Properties
The information that follows relating to the Selebi Mines is derived from, and in some instances is an extract from, the Selebi Technical Report Summary entitled “S-K 1300 Technical Report Summary Selebi Mines, Central District, Republic of Botswana” with an effective date of June 30, 2024 and a signature date of December 17, 2024, prepared by SLR Consulting (Canada) Ltd. (the “Selebi TRS”), prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.
The information that follows relating to the Selkirk Mine is derived from, and in some instances is an extract from, the Selkirk Technical Report Summary entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” with an effective date of November 1, 2024, and a signature date of January 8, 2025, prepared by SLR Consulting (Canada) Ltd., prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants set forth in subpart 1300 of Regulation S-K.
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The qualified persons of SLR Consulting (Canada) Ltd. meet the qualifications specified under the definition of “qualified person” under Item 1300 of Regulation S-K. Portions of the following information are based on assumptions, qualifications and procedures which are not fully described herein. Reference should be made to the full text of the Selebi TRS and Selkirk TRS, which have been included as Exhibit 96.1 and 96.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, respectively. In the event that we determine that any modifying factors, estimates and other scientific and technical information in the reports materially change, we may update or file a new technical report in the future. The Selebi Mines and Selkirk Mine are exploration stage properties.
Further information on assay results can be found in the Company’s news releases which are available on the Company’s website (https://nexmetalsmining.com/) (the Company’s website is not incorporated in this Report). Assay results are publicly released as they are received and confirmed by the Company.
Selebi Mines, Botswana
The Selebi Mines are located in Botswana approximately 150 km southeast of the city of Francistown, and 410 km northeast of the national capital Gaborone. The Selebi Mines are readily accessed via paved and gravel roads from the town of Selebi-Phikwe, located just north of the mining licence. With a population of approximately 43,000, the town is accessed via a well-maintained paved road that branches due east from the major A1 highway at the town of Serule, 57 km from the Selebi Mines.
The Selebi Mines infrastructure includes two previously operating mines, Selebi Main (#2 Shaft) and Selebi North (#4 Shaft), and associated surface infrastructure. The Selebi Main deposit began production in 1980 and Selebi North began production in 1990. Mining terminated at both operations in 2016 due to weak global commodity prices and a failure in the separate Phikwe smelter processing facility. The BCL assets were subsequently placed under liquidation in 2017.
The Selebi Mines consist of a single mining licence covering an area of 11,504 hectares. The mining licence is centred approximately at 22°03’00”S and 27°47’00”E. Mining licence 2022/1L was granted to PNRPL on January 31, 2022, over the Selebi Mines deposits discovered under mining licence 4/72. The original licence which had been granted to BCL on March 7, 1972, which covered both Selebi and Phikwe project areas, was amended several times and renewed once, and was set to expire on March 6, 2022. The current mining licence is limited to the Selebi Main and Selebi North deposits and their surrounding areas, expires May 26, 2032, and excludes the Phikwe mines and associated infrastructure.
Selebi Mines Mineral Resource Estimate, June 30, 2024
| Tonnage | Grade | Contained Metal | ||||||||||||||||||||
| Classification | Deposit | (Mt) | (% Cu) | (% Ni) | (000 t Cu) | (000 t Ni) | ||||||||||||||||
| Indicated | Selebi North | 3.00 | 0.90 | 0.98 | 27.1 | 29.5 | ||||||||||||||||
| Total Indicated | 3.00 | 0.90 | 0.98 | 27.1 | 29.5 | |||||||||||||||||
| Inferred | Selebi Main | 18.89 | 1.69 | 0.88 | 319.2 | 165.5 | ||||||||||||||||
| Selebi North | 5.83 | 0.90 | 1.07 | 52.5 | 62.4 | |||||||||||||||||
| Total Inferred | 24.72 | 1.50 | 0.92 | 371.7 | 227.9 | |||||||||||||||||
The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selebi TRS. Readers are cautioned not to assume that all or any part of Indicated Mineral Resources will ever be converted into Mineral Reserves as defined by S-K 1300. Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or that, if it exists, is economically or legally mineable, or that an Inferred Mineral Resource will ever be upgraded to a higher category.
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Selebi North
In 2023, an underground resource and exploration drilling program at Selebi North was initiated. The program was a combination of infill and exploration drilling to follow the extension of the mineralization down-dip and down-plunge. The Company reported the final assays from the 2023/2024 in-fill drill program on April 17, 2025. Supplementary infill drilling has been strategically moved into later work programs.
In March 2025, the Selebi North Underground Resource Expansion Drilling program commenced with one drill rig targeting Borehole Electromagnetic (“BHEM”) plates located down-dip and down-plunge from the N3, N2, and South Limbs. Drill hole SNUG-25-184 intersected mineralization in the South Limb 183 metres down-plunge from the Selebi Mines MRE, and in the N2 Limb 300 metres down-plunge of the MRE. Highlights from this hole included 13.50 metres of 3.68% CuEq1 (1.13% Cu, 1.24% Ni, 0.06% Co) in the South Limb and 6.25 metres of 2.16% CuEq1 (0.62% Cu, 0.75% Ni, 0.04% Co) in the N2 Limb. A BHEM survey completed in SNUG-25-184 revealed strong anomalies, confirming the South Limb and N2 Limb remain open down-plunge.
Follow-up hole SNUG-25-186 was drilled to test modeled conductors and intersected South Limb mineralization 132 metres down-plunge of SNUG-25-184. Highlights from this hole included 16.25 metres of 3.06% CuEq1 (1.13% Cu, 0.94% Ni). As a result, South Limb mineralization has been extended 315 metres down-plunge beyond the 2024 Selebi Mines MRE, representing an increase in the Selebi North South Limb plunge extent by 35%.
Additional holes have been designed to evaluate the lateral extent of the down-plunge extensions in the South Limb and N2 Limbs with the purpose of collecting sufficient additional data to include the new mineralization in an updated MRE.
| ● | SNUG-25-189 intersected mineralization in the South Limb and N2 Limb with assay highlights of 4.90 metres of 4.39% CuEq1 (0.73% Cu, 1.77% Ni) in the South Limb and 19.40 metres of 3.93% CuEq1 (1.05% Cu, 1.40 % Ni) in the N2 Limb. | |
| ● | SNUG-25-194, the thickest interval of mineralization drilled thus far under the 2025 Selebi North Underground Resource Expansion Drilling program, intersected 32.60 metres of continuous mineralization at South Limb, including an aggregate total of 19.90 metres of massive sulphide across five sub-intervals. |
During 2025 and up to the date of this Report, the Company has drilled approximately 8,173 metres in 14 holes as part of the Selebi North Underground Resource Expansion Drilling program. Assays for a total of approximately 41,189 metres across 91 completed holes at Selebi North have not been accounted for in the 2024 Selebi Mines MRE. All core is sampled and sent to ALS Chemex in Johannesburg for analysis. All holes are surveyed with a gyro instrument and selected holes are surveyed with BHEM geophysical tools.
Selebi Main
The Company implemented a surface drilling program at Selebi Main to investigate BHEM responses beyond the end of several holes, interpreted to be caused by a potential third parallel mineralized horizon beneath the two known zones. The drill testing has been through the extension of 4 historic drill holes, to target a large conductor interpreted to lie 150 to 200 metres beneath the Selebi Main resource. Although a thick zone of altered amphibolite host rock has been intersected, no significant mineralization was present in either the original or revised target area. A total of 969 metres in 4 hole extensions was completed. BHEM surveys in these hole extensions have provided additional information that indicate a steeper target dip than was assumed in the initial interpretation of the building responses. Additional drilling is planned.
1CuEq was calculated using the formula CuEq=Cu+2.06*Ni assuming long-term prices of US$10.50/lb Ni and US$4.75/lb Cu, and nickel and copper recoveries of 72.0% and 92.4%, respectively, derived from metallurgical studies which consider a conceptual bulk concentrate scenario.
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Selebi Hinge
During the second quarter of 2025, the Company commenced the surface drilling program targeting BHEM plates in the 2-kilometre gap zone between the Selebi North and Selebi Main deposits known as the “Hinge”. The program is designed to demonstrate the broader scale potential of the Selebi Mines and to further support the Company’s core thesis that these deposits are larger than previously recognized.
The program is being executed using two company-owned underground U5 drills which were converted into surface A5 drills, and a new Marcotte HTM2500 drill purchased by the Company capable of drilling to depths of 2,500 metres (NQ core) which arrived on site in July.
To date, a total of 9,014 metres have been drilled as part of the Hinge surface program, comprising two completed holes, one hole extension, one abandoned hole and four holes currently in progress.
Studies
The historical BCL operations consisted of an integrated mining, concentrating and smelting complex which operated for over 40 years over the Selebi Phikwe project area. The smelter processed Selebi and Phikwe concentrates and toll treated nickel concentrates received from the Nkomati Nickel Mine and the Phoenix Mine. The concentrator plant and smelter were located adjacent to the Selebi Mines at the historical Phikwe Mine; however, these facilities were not included in the Company’s acquisition of the Selebi Mines and remain under separate ownership. Both facilities were placed on care and maintenance in 2016. Following the completion of comprehensive technical and trade-off studies, the Company intends to construct a new processing facility at the Selebi Mines to produce concentrate for commercial sale, or for further refining, and does not plan to restart the existing concentrator or smelter. The Company is also evaluating pre-concentration using XRT technology.
On July 28, 2025, the Company reported initial results from its bulk test work using XRT pre-concentration sorting at the Selebi Mines. The initial results demonstrated the potential to reduce the amount of waste rock being sent to the mill and enhance the head grade by over 15% compared to a bulk sample. By reducing the volume of waste into the mill, the waste volume directed to grinding and flotation circuits could be substantially reduced.
On September 3, 2025, the Company announced results from a comprehensive bulk sample-based metallurgical program. The program demonstrated the ability to generate two separate saleable copper and nickel-cobalt concentrates based on underground bulk samples from both the Selebi North and Selebi Main deposits. The optionality to produce separate saleable concentrates supports potential restart scenarios with significantly lower capital intensity and decreased execution risk. Based on these results, the Company now has an alternative path forward in which an on-site smelter or hydrometallurgical facility may not be required, significantly derisking the capital requirements and operational complexity of future production at the Selebi Mines.
The Company commenced a Preliminary Economic Assessment, as defined in NI 43-101 (“PEA”) in October 2025 for the Selebi Mines under the separate saleable concentrates scenario, the scope of which will include mine design and scheduling, process engineering, infrastructure planning, and capital and operating cost estimation. This assessment is being undertaken in accordance with Canadian disclosure standards and does not constitute an “initial assessment,” “pre-feasibility study,” or “feasibility study” as defined under the SEC’s Regulation S-K 1300.
Structural reviews are underway along with 3D modelling for the lower levels of the Selebi Mines to optimize drillhole positioning.
During the three and nine months ended September 30, 2025, the Company incurred $8,465,855 (three months ended September 30, 2024 - $7,988,816) and $23,080,313 (nine months ended September 30, 2024 - $20,682,696), respectively, in exploration and evaluation expenditures on the Selebi Mines. The Company incurred $8,735,401 to acquire the Selebi Mines, and has incurred a further $92,376,889 in exploration and evaluation expenditures project-to-date as at September 30, 2025.
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Outlook
The Selebi North Underground Resource Expansion Drilling program is expected to conclude in November. BHEM surveys are planned to characterize the conductive trends associated with the newly intersected massive sulphides to confirm continuity and outline strike extent. Initial interpretations indicate that the new data will contribute to resource expansion in an updated MRE.
The Selebi Hinge drilling offers a strategic opportunity for potential substantial resource expansion. The drill holes with subsequent follow-up holes are designed to provide sufficient data to support the inclusion of new results in an updated MRE. The final holes of this program are expected to commence prior to the year-end pause in drilling activities.
In addition to drilling, the Company is advancing study work. Mineralogical studies and flowsheet optimization are underway with the objective of improving recoveries under the separate saleable concentrates scenario, which includes the completion of studies on (i) copper rougher tailings and nickel cleaner tailings streams to better understand nickel losses, (ii) assessing finer regrind opportunities to improve nickel liberation and recovery, and (iii) conducting batch tests on Selebi Main and Selebi North material individually. Flowsheet designs will also take into consideration the ongoing XRT pre-concentration sorting evaluations. The Company plans to continue advancing the 3D modelling work to continually optimize drill hole placement. Hydrometallurgical studies have been deferred pending the foregoing investigations.
Selkirk Mine, Botswana
The Selkirk Mine is located in the northeast of Botswana approximately 28 km southeast of the city of Francistown, and 450 km northeast of the national capital Gaborone. The property is accessed year-round via paved and gravel roads from Gaborone and Francistown. The Selkirk Mine infrastructure includes relict surface infrastructure supporting the historical underground mine, and the original decline.
The Selkirk Mine consists of a single mining licence covering an area of 1,458 hectares (14.58 km2) and four prospecting licences covering a total of 12,670 hectares (126.7 km2). The mining licence, 2022/7L, is centred approximately at 21°19’13” S and 27°44’17” E and is held by PNGPL, a subsidiary of NEXM. The mining licence was renewed for ten years commencing on May 27, 2022, and expires on May 26, 2032. The four prospecting licences (PL050/2010, PL051/2010, PL210/2010, and PL071/2011) were renewed during the first quarter of 2025 and will expire March 31, 2027.
On January 31, 2025, the Company filed the Selkirk MRE in conformance with the SEC’s Modernized Property Disclosure Requirements for Mining Registrants as described in Subpart 229.1300 of Regulation S-K, Disclosure by Registrants Engaged in Mining Operations (S-K 1300) and Item 601(b)(96) Technical Report Summary, entitled “S-K 1300 Technical Report Summary, Selkirk Nickel Project, North East District, Republic of Botswana” and dated January 8, 2025 (with an effective date of November 1, 2024) for its Selkirk Mine.
Selkirk Mine Mineral Resource Estimate, November 1, 2024
| Tonnage | Grade | Contained Metal | ||||||||||||||||||||||||||||||||||
| Classification | (Mt) | (% Cu) | (% Ni) | (g/t Pd) | (g/t Pt) | (000 t Cu) | (000 t Ni) | (000 oz Pd) | (000 oz Pt) | |||||||||||||||||||||||||||
| Inferred | 44.2 | 0.30 | 0.24 | 0.55 | 0.12 | 132 | 108 | 775 | 174 | |||||||||||||||||||||||||||
The key assumptions, parameters, and methods used to estimate the mineral resources are contained in the Selkirk TRS. Readers are cautioned not to assume that all or any part of an Inferred Mineral Resource exists or that, if it exists, is economically or legally mineable or that an Inferred Mineral Resource will ever be upgraded to a higher category.
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The Selkirk MRE provides a solid foundation for advancing the Selkirk deposit to an economic study. It was prepared using results from 232 surface and 10 underground historical drillholes drilled between 2003 and 2016, five 2016 drillholes sampled by NEXM in 2021, and 17 historical drillholes resampled in 2024. Analytical results from NEXM re-sampling showed higher platinum group element values compared to historic results. Cobalt, a potentially valuable by-product, has not been included in the Selkirk MRE as cobalt analyses are not consistently available throughout the deposit. Planned metallurgical studies will determine payability of cobalt at the Selkirk Mine.
Exploration
In May 2025, the Company commenced a 12-hole surface drilling program. The program was focused on twinning 11 historical holes to collect metallurgical samples and validate legacy data with a twelfth hole to fill a gap in the resource. The 11 twinned holes provided fresh HQ-sized core to support metallurgical flowsheets, generate material for preliminary XRT pre-concentration sorting tests, and to support the potential expansion and upgrade of the resource. The Company has completed the 12-hole surface drilling program which consisted of 3,903 metres. Assays have been released for 8 of the 11 holes, highlights of which include 201 metres of 0.91% CuEq2, 210 metres of 1.06% CuEq2, and 219 metres of 1.03% CuEq2.
In July 2025, the Company commenced a 3-hole exploration program targeting untested historical Versatile Time-Domain Electromagnetic (“VTEM”) anomalies located immediately south of the Selkirk resource. The Company has completed the 3-hole exploration program which consisted of 522 metres. Two of the three drill holes are located along the same geological horizon of the Selkirk deposit and intersected intervals of massive and disseminated sulphides. Assays are pending.
All fifteen holes were surveyed and returned BHEM anomalies that are known to correlate directly with massive or semi-massive sulphide mineralization. Surveys from the deepest holes identified modeled plates located down-plunge of the Selkirk MRE. The strong and consistent correlation with massive sulphides has confirmed that BHEM is a proven exploration tool for identifying additional mineralization at the Selkirk Mine.
In September 2025, a historic hole originally drilled by TNMC in 2003 to a depth of 1,054.7 metres was reamed and reopened to enable gyro and BHEM surveys. The hole, located approximately 450 metres southwest of the conceptual open pit, provides an opportunity to evaluate the down-plunge potential of the Selkirk deposit. Results from the BHEM survey identified high-quality conductors.
The Company continued its re-sampling program of historic drill core throughout the year, targeting both resource expansion and reclassification in an updated MRE and to obtain complete PGE analysis. An additional 34 historical holes have been identified for resampling. To date, 31 holes have been processed, relogged and resampled. A total of 17 holes from a previous program were completed with assays announced in October 2024, while results from an initial 6 holes of the current 34 hole program were released on August 28, 2025. Assays for the remaining 2025 holes are pending. The results received to-date for the 2025 program have confirmed large intercepts of mineralization within the current Selkirk MRE as well as outside of the Selkirk MRE and within the conceptualized pit shell demonstrating potential for expansion of the deposit.
Work has commenced on the four prospecting licences, consisting of surface EM surveys and soil sampling programs designed to follow up on historic exploration data.
Studies
Metallurgical studies are ongoing, focused on supporting the development of a modern metallurgical flowsheet including the potential for XRT pre-concentration. Sample preparation works for separate copper and nickel concentrate testing are also underway using the large diameter drill core. The results of this work will be incorporated into an updated Mineral Resource Estimate and future economic evaluations.
During the three and nine months ended September 30, 2025, the Company incurred $2,084,888 (three months ended September 30, 2024 - $606,725) and $3,790,561 (nine months ended September 30, 2024 - $1,125,865), respectively, in exploration and evaluation expenditures on the Selkirk Mine. The Company incurred $327,109 to acquire the Selkirk Mine, and has incurred a further $6,849,063 in exploration and evaluation expenditures project-to-date as at September 30, 2025.
2CuEq% calculated using the formula Cu% + Ni%*(55.605/53.913) + Pd g/t*(22.948/53.913) + Pt g/t*(14.891/53.913) from the Selkirk Technical Report.
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Outlook
With the 2025 drilling programs now complete, the Company intends to focus on advancing the metallurgical testwork. The results of these studies, together with the new assay results, will support the preparation of an updated MRE. In parallel, surface geophysical surveys and soil sampling have commenced over prospective geology within the Selkirk mining licence and the adjoining prospecting licences.
Other Properties
Canadian Nickel Projects - Sudbury, Ontario
Post Creek Property
The Post Creek property is located 35 kilometres east of Sudbury in Norman, Parkin, Alymer and Rathburn townships and consists of 64 unpatented mining claim cells, covering a total area of 847 hectares held by the Company. The Company acquired the property through an option agreement in April 2010, which was subsequently amended in March 2013. As at the date of this Report, the Company holds a 100% interest in the Post Creek property and is obligated to pay advances on a net smelter return of $10,000 per annum, which will be deducted from any payments to be made under the net smelter return.
The Post Creek property lies adjacent to the Whistle Offset Dyke Structure which hosts the past–producing Whistle Offset and Podolsky Cu-Ni-PGM mines. Post Creek lies along an interpreted northeast extension of the corridor containing the Whistle Offset Dyke and Footwall deposits and accounts for a significant portion of all ore mined in the Sudbury nickel district and, as such, represents favourable exploration targets. Key lithologies are Quartz Diorite and metabreccia related to offset dykes and Sudbury Breccia associated with Footwall rocks of the Sudbury Igneous Complex which both represent potential controls on mineralization.
No exploration work was completed in the first three quarters of 2025 on the Post Creek Property. The claims have sufficient work credits to keep them in good standing until 2030. No material expenditures or activities are contemplated on the Post Creek property at this time.
Halcyon Property
The Halcyon property is located 35 kilometres northeast of Sudbury in the Parkin and Aylmer townships and consists of 62 unpatented mining cells for a total of 1,024 hectares. Halcyon is adjacent to the Post Creek property and is approximately two kilometres north of the Podolsky Mine. The property was acquired through an option agreement and as at the date of this Report, the Company holds a 100% interest in the Halcyon property and is obligated to pay advances on a net smelter return of $8,000 per annum, which will be deducted from any payments to be made under the net smelter return.
No exploration work was completed in the first three quarters of 2025 on the Halcyon Property. The claims are in good standing through 2030. No material expenditures or activities are contemplated on the Halcyon property at this time.
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Maniitsoq Nickel-Copper-PGM Project, Southwest Greenland
In December 2024, the Company notified the Government of Greenland that it was relinquishing its licences effective immediately. Removal of the remaining structures from the camp was completed in September 2025. The Company is awaiting final approval of the relinquishment from authorities. The Company provisioned $nil and $140,000 for the three and nine months ended September 30, 2025 (three and nine months ended September 30, 2024 - $nil) for the remediation work at the property.
Overall Performance and Results of Operations
As at the date of this Report, the Company has not earned revenue nor proved the economic viability of its projects. The Company’s expenses are not subject to seasonal fluctuations or general trends other than factors affecting costs such as inflation and input prices. The Company’s expenses and cash requirements will fluctuate from period to period depending on the level of activity at the projects, which may be influenced by the Company’s ability to raise capital to fund these activities. Comparisons of activity made between periods should be viewed with this in mind. The Company’s quarterly results may be affected by many factors such as timing of exploration activity, share-based compensation costs, capital raised, marketing activities and other factors that affect the Company’s exploration and evaluation activities.
The following table summarizes the Company’s operations for the three- and nine-month periods ended September 30, 2025, and September 30, 2024:
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| $ | $ | $ | $ | |||||||||||||
| EXPENSES | ||||||||||||||||
| General exploration expenses | 10,658,319 | 8,628,426 | 27,131,192 | 21,937,161 | ||||||||||||
| Depreciation and amortization | 494,321 | 354,581 | 1,561,471 | 1,088,483 | ||||||||||||
| General and administrative expenses | 2,726,180 | 1,831,539 | 6,301,584 | 4,764,507 | ||||||||||||
| Investor relations and communications | 1,748,375 | 106,527 | 3,891,820 | 266,619 | ||||||||||||
| Director fees | 105,943 | 317,497 | 354,059 | 882,410 | ||||||||||||
| Fair value movement of DSUs | (442,727 | ) | (153,304 | ) | (73,792 | ) | (473,820 | ) | ||||||||
| Net foreign exchange loss | 282,941 | 146,359 | 566,184 | 360,361 | ||||||||||||
| LOSS FOR THE PERIOD BEFORE OTHER ITEMS | 15,573,352 | 11,231,625 | 39,732,518 | 28,825,721 | ||||||||||||
| OTHER ITEMS | ||||||||||||||||
| Interest (income) expense, net | (70,381 | ) | (13,388 | ) | (323,276 | ) | 2,433 | |||||||||
| Interest expense and accretion on Term Loan | - | 786,723 | 428,371 | 2,317,178 | ||||||||||||
| Impairment loss | 501,497 | - | 501,497 | - | ||||||||||||
| Loss on Term Loan extinguishment | - | - | 5,982,434 | - | ||||||||||||
| NET LOSS FOR THE PERIOD | 16,004,468 | 12,004,960 | 46,321,544 | 31,145,332 | ||||||||||||
| ● | General exploration expenses increased by $2,029,893 and $5,194,031 for the three and nine months ended September 30, 2025, respectively, as the Company advanced its new strategic direction aimed at rapidly demonstrating the size potential of the Mines through expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work. For more information relating to the activities, see “Exploration and Evaluation Activities and Mineral Properties”. | |
| ● | Depreciation increased by $139,740 and $472,988 for the three and nine months ended September 30, 2025, respectively, due to significant property, plant and equipment acquisitions over the past twelve months. Depreciation for the nine months ended September 30, 2025, also includes the acceleration of depreciation on certain software assets. |
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| ● | General and administrative expenses increased by $894,641 and $1,537,077 for the three and nine months ended September 30, 2025, respectively. During Q3 2025, the Company incurred $728,611 in severance and transition costs related to the departure of the Company’s former Chief Financial Officer. The increase for the nine months ended September 30, 2025, is also attributable to higher share-based compensation expense, reflecting the grant of 287,500 Options and 158,750 RSUs in March 2025. | |
| ● | Investor relations and communications increased by $1,641,848 and $3,625,201 for the three and nine months ended September 30, 2025, respectively, a result of the effort to create market awareness about the Company’s new branding, strategic direction and related activities at the Mines, and creating U.S. market awareness of the Company’s Nasdaq listing. The Company incurred costs attending conferences, meeting with investors and engaging investor and communication services. The increase in spend was the result of a planned expansion of additional marketing strategies in the second and third quarter of 2025. |
| ● | Director fees decreased by $211,554 and $528,351 for the three and nine months ended September 30, 2025, respectively, primarily due to amendments to the Company’s board compensation plan in 2025 that reduced overall director remuneration. Additionally, only the cash retainer portion of the 2025 director fees has been paid to date, with the issuance of DSUs expected in the fourth quarter of 2025. | |
| ● | Fair value movement of DSUs reflects mark-to-market adjustments to the DSU liability arising from changes in the Company’s Common Share price. Fair value gains reflect a decrease in the Common Share price during the reporting period. | |
| ● | Interest income and expense represents interest earned on cash and cash equivalent deposits and interest incurred on the Company’s vehicle financing, mortgage payable, and previous lease liabilities. Net interest income increased by $56,993 and $325,709 for the three and nine months ended September 30, 2025, respectively. The increase was primarily driven by higher interest income from increased cash balances. In addition, interest expense was lower in 2025 as the final instalments on the drilling equipment and Syringa Lodge leases were paid in Q2 2024 and Q4 2024, respectively, eliminating related lease interest charges in the current periods. | |
| ● | Interest expense and accretion on Term Loan comprises accrued interest on the Company’s now-extinguished Term Loan (see “Liquidity & Capital Resources – Financings” below), as well as the accretion of related transaction costs and fees. The decrease of $786,723 and $1,888,807 for the three and nine months ended September 30, 2025, respectively, relates to the conversion of the Term Loan to equity during the first quarter of 2025. | |
| ● | Impairment loss relates to care and maintenance costs incurred during the 2023 evaluation period of the Phikwe South and Southeast Extension deposits. These costs had previously been capitalized as part of the Selebi Mines acquisition cost. Following the Company’s decision not to pursue the acquisition of these deposits, the Company has determined that the carrying amount of these costs is no longer recoverable and has therefore recognized an impairment loss. | |
| ● | Loss on Term Loan extinguishment represents the difference between the fair value of the Settlement Units (defined in “Liquidity & Capital Resources – Financings”) issued and the carrying amount of the Term Loan on the date it was converted to equity. |
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Cash Flows
The following table summarizes the Company’s cash flows:
Nine months ended September 30, | ||||||||
2025 $ | 2024 $ | |||||||
| Cash flows | ||||||||
| Operating activities | (35,106,741 | ) | (26,667,639 | ) | ||||
| Investing activities | (1,681,110 | ) | (1,125,850 | ) | ||||
| Financing activities | 45,109,552 | 26,136,270 | ||||||
| Increase (decrease) in cash and cash equivalents before effects of exchange rate changes | 8,321,701 | (1,657,219 | ) | |||||
| Effect of exchange rate changes on cash and cash equivalents | (309,791 | ) | (230,032 | ) | ||||
| Change in cash and cash equivalents for the period | 8,011,910 | (1,887,251 | ) | |||||
| Cash and cash equivalents at the beginning of the period | 6,105,933 | 19,245,628 | ||||||
| Cash and cash equivalents at the end of the period | 14,117,843 | 17,358,377 | ||||||
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025, increased by $8,439,102 compared to the prior year comparable period resulting from: (i) an increase in general exploration expenses as the Company executed on its expansionary drilling, metallurgical flowsheet development, and other studies and evaluation work in the current year period; and (ii) an increase in investor relations and communications expenditures in an effort to create market awareness about the Company’s new strategic direction and related activities at the Mines.
Investing Activities
Key investing activities relate to the acquisition of property, plant and equipment. Net cash used in investing activities for the nine months ended September 30, 2025, increased by $555,260 compared to the prior year comparable period. The higher spending in 2025 primarily relates to the acquisition of a deep drill for the Selebi Hinge zone, kits for converting two underground U5 drills into surface A5 drills, and light duty vehicles.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025, increased by $18,973,282 compared to the prior year comparable period. The increase primarily reflects the closing of a Private Placement in March 2025 for gross proceeds of $46,000,000. In the comparative period, the Company closed a financing in June 2024 for gross proceeds of $27,454,421 (see “Liquidity and Capital Resources – Financings”).
Liquidity & Capital Resources
The Company, being in the exploration and evaluation stage, is subject to risks and challenges similar to companies in a comparable stage of exploration and evaluation. These risks include the challenges of securing adequate capital for exploration and advancement of the Company’s material projects, operational risks inherent in the mining industry, and global economic and metal price volatility. There is no assurance management will be successful in its endeavors.
The properties in which the Company currently has an interest are in the pre-revenue stage. Operating cash outflows are highly dependent upon the exploration and evaluation programs taking place at that time. As such, the Company is dependent on external financing to fund its activities and the advancement of its projects. In order to carry out the planned project advancement and cover administrative costs, the Company will need to use its existing working capital and raise additional amounts as needed.
As at September 30, 2025, the Company had $14,117,843 in available cash and cash equivalents (December 31, 2024 – $6,105,933), with no source of operating cash flows, nor any significant credit lines in place. As at September 30, 2025, the Company had working capital (calculated as total current assets less total current liabilities) of $9,972,465 (December 31, 2024 – $3,410,490). The increase in working capital is a result of the cash proceeds received from the Private Placement.
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Financings
November 2025
On October 28, 2025, the Company announced a brokered “best efforts” public offering in Canada and concurrent private placement in the United States. On October 30, 2025, the Company announced an upsizing of the Offering to 14,035,100 November 2025 Units of the Company at a price of $5.70 per November 2025 Unit for aggregate gross proceeds of up to $80,000,070.
Each November 2025 Unit will consist of one Common Share and one common share purchase warrant of the Company. Each November 2025 Warrant will entitle the holder to acquire one Common Share for a period expiring 24 months following the date of issuance at a price of $8.00.
The net proceeds from the Offering are expected to be used to fund the prepayment of the first contingent milestone payment under the Selebi APA and Selkirk APA, the timing of which is planned prior to the end of 2025, to advance exploration and development activities at the Mines, and for working capital and general corporate purposes.
The agents will receive a cash fee equal to 6% of the gross proceeds of the Offering, subject to a reduced cash fee equal to 2.0% for sales to certain individuals on gross proceeds of $7,000,000 million. In connection with the Offering, on November 12, 2025 we entered into an agency agreement with the agents, a copy of which is attached hereto as Exhibit 10.1.
The Offering is expected to close on November 17, 2025 (the “Closing Date”) and remains subject to customary closing conditions.
Subject to any changes in the Company’s operational plan, this transaction will provide the Company with the funds required to prepay the first contingent milestone payment under the Selebi APA and Selkirk APA, advance its planned activities and cover administrative costs into the first quarter of 2027.
Going Concern
The ability of the Company to continue operations as a going concern is ultimately dependent upon achieving profitable operations and its ability to obtain adequate financing. The Company incurred a net loss of $16,004,468 and $46,321,544 for the three and nine months ended September 30, 2025, respectively (net loss of $12,004,960 and $31,145,332 for the three and nine months ended September 30, 2024, respectively). To date, the Company has not generated profitable operations from its resource activities. It is not possible to predict whether future financing efforts will be successful or if the Company will attain a profitable level of operations. These material uncertainties cast substantial doubt about the Company’s ability to continue as a going concern. The accompanying unaudited condensed interim consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities, and the reported expenses and comprehensive loss that might be necessary should the Company be unable to continue as a going concern. These adjustments could be material. In assessing whether a going concern assumption is appropriate, management considers all available information about the future, which is at least, but not limited to, twelve months from the date of this Report.
Contractual Obligations and Contingencies
As of September 30, 2025, the Company had commitments for capital expenditures over the next 12 months of $156,650 and the following other contractual obligations and commitments:
Selebi Mines
As per the Selebi APA, the following milestone payments remain outstanding:
| ● | US$25,000,000 payable upon the approval by the MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the mining license and amendment of mining programme, respectively) which are to be submitted in March 2026 and require a compliant economic study. The Company is planning to prepay this amount prior to the end of 2025. |
| ● | US$30,000,000 payable on the completion of mine construction and production start-up (commissioning) by the Company, but not later than four years after the approval by the MMRGTES of the Company’s Section 42 and Section 43 applications. |
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As per the terms and conditions of the Selebi APA, the Company has the option to cancel the payments and return the Selebi Mines to the liquidator if the Company determines that the Selebi Mines are not economical. The Company also has an option to make the payments in advance if the Company determines that the Selebi Mines are economical. As of September 30, 2025, none of the conditions of the remaining milestone payments have been met, hence these amounts are not accrued in the Financial Statements.
In addition to the Selebi APA, the purchase of the Selebi Mines is also subject to a royalty agreement as well as a contingent consideration agreement with the liquidator. The royalty agreement consists of a net smelter royalty of 2% on the net value of sales of concentrate or other materials with respect to production from the Selebi mining licence, of which the Company has the right to buy-back 50%. The contingent consideration agreement consists of two components: (i) a sliding scale payment of US$0.50/tonne of ore up to US$1.40/tonne of ore with respect to the discovery of new mineable deposits greater than 25 million tonnes of ore from a base case of 15.9 million tonnes, with a minimum grade of 2.5% nickel equivalent, accrued at the time of a decision to mine; (ii) price participation of 15% on post-tax net earnings directly attributable to an increase of 25% or more in commodity prices, on a quarterly basis, for a period of seven years from the date of first shipment of concentrate or other materials.
Both the Selebi Mines and Selkirk Mine are subject to a royalty payable to the Botswana Government of 5% of all precious metals sales and 3% of all base metals sales.
Phikwe South and the Southeast Extension
In August 2023, the Company entered into a binding commitment letter with the liquidator of BCL to acquire a 100% interest in two additional deposits, Phikwe South and the Southeast Extension, located adjacent to and immediately north of the Selebi North historical workings. The agreement has since lapsed and on August 11, 2025, the Company informed the liquidator of BCL that it would no longer be pursuing the acquisition of the Phikwe South and the Southeast Extension deposits.
Selkirk Mine
In regard to the Selkirk Mine, the purchase agreement does not provide for a purchase price or initial payment for the purchase of the assets. The Selkirk purchase agreement provides that if the Company elects to develop Selkirk first, the payment of the second Selebi instalment of US$25 million would be due upon the approval by the MMRGTES of the Company’s Section 42 and Section 43 applications (for the further extension of the Selkirk mining license and amendment of Selkirk mining programme, respectively). For the third Selebi instalment of US$30 million, if Selkirk were commissioned earlier than Selebi, the payment would trigger on Selkirk’s commission date. The Selkirk APA provides for a three-year study phase originally expiring August 17, 2025, which has been extended for one year to August 17, 2026.
In addition to the Selkirk purchase agreement, the purchase of the Selkirk Mine is also subject to a royalty agreement as well as a contingent consideration agreement with the liquidator. The royalty agreement consists of an NSR of 1% on the net value of sales of concentrate or other materials with respect to production from the Selkirk mining licence, which the Company has the right to buy-back in full. The contingent consideration agreement is on similar terms as the Selebi Mines contingent consideration.
NSR Option
The Company received $2,750,000 (the “Option Payment”) from Cymbria for their right to participate in the Company’s right to repurchase one-half of the Selebi NSR and the entirety of the Selkirk NSR. Cymbria also has the right: (i) at any time following the date of any buyback exercise notice from PNRP and/or PNGP and prior to the first anniversary of sale of product, to terminate the option and receive from PNRP and/or PNGP a refund of the related option price paid by Cymbria; (ii) upon receipt from PNRP and/or PNGP of any termination, settlement or waiver of the buyback right or royalty agreement and prior to the first anniversary of sale of product, to exercise the option or terminate the option, and if terminated PNRP and/or PNGP shall refund the related option price paid by Cymbria; (iii) to exercise the option and compel PNRP and/or PNGP to exercise the buyback right at any time within the first nine months immediately following the first anniversary of sale of product and not less than 60 days prior to the date of exercise of the buyback right; and (iv) to require PNRP and/or PNGP to repurchase the option from Cymbria for an amount equal to the option price at any time commencing on the first anniversary of sale of product, provided PNRP and/or PNGP have not provided a buyback exercise notice or notice of any termination, settlement or waiver of the buyback right or royalty agreement to Cymbria.
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Contingencies
There are no environmental liabilities associated with the Mines as at the acquisition dates as all liabilities incurred prior to the acquisitions are the responsibility of the sellers, BCL and Tati Nickel Mining Company (“TNMC”). The Company has an obligation for the rehabilitation costs arising subsequent to the acquisitions. As of September 30, 2025, there were no material rehabilitation costs for which the Company expects to incur, and management is not aware of or anticipating any contingent liabilities that could impact the financial position or performance of the Company related to its exploration and evaluation assets.
The Company’s exploration and evaluation assets are affected by the laws and environmental regulations that exist in the various jurisdictions in which the Company operates. It is not possible to estimate any future contingent liabilities and the impact on the Company’s operating results due to future changes in the Company’s development of its projects or future changes in such laws and environmental regulations.
Segmented Disclosure
The Company operates in one reportable operating segment, being that of the acquisition, exploration and evaluation of mineral properties, in three geographic segments, being Canada, Barbados, and Botswana. The Company’s geographic segments are as follows:
September 30, 2025 $ | December 31, 2024 $ | |||||||
| Current assets | ||||||||
| Canada | 10,939,252 | 4,066,121 | ||||||
| Barbados | 471,513 | 89,446 | ||||||
| Botswana | 5,093,943 | 3,462,676 | ||||||
| Total | 16,504,708 | 7,618,243 | ||||||
| Exploration and evaluation assets | ||||||||
| Botswana | 8,471,766 | 8,846,821 | ||||||
| Property, plant and equipment | ||||||||
| Botswana | 9,062,031 | 8,488,405 | ||||||
The Company’s exploration and evaluation activities are assessed at the individual project level. The Selebi and Selkirk projects below make up the Botswana geographic segment.
| Three months ended September 30, 2025 | ||||||||||||||||
Selebi $ | Selkirk $ | Other $ | Total $ | |||||||||||||
| Drilling | 1,490,905 | 818,759 | - | 2,309,664 | ||||||||||||
| Site operations, administration, & overhead | 1,108,662 | 213,844 | 107,576 | 1,430,082 | ||||||||||||
| Infrastructure & equipment maintenance | 770,407 | 100,497 | - | 870,904 | ||||||||||||
| Geology | 1,089,997 | 535,669 | - | 1,625,666 | ||||||||||||
| Mine development | 828,308 | - | - | 828,308 | ||||||||||||
| Electricity | 1,557,944 | 6,945 | - | 1,564,889 | ||||||||||||
| Engineering & technical studies | 432,178 | 164,461 | - | 596,639 | ||||||||||||
| Geophysics | 124,688 | 148,161 | 272,849 | |||||||||||||
| Freight, tools, supplies, & other consumables | 631,199 | 27,744 | - | 658,943 | ||||||||||||
| Health & safety | 133,997 | 474 | - | 134,471 | ||||||||||||
| Environmental, social & governance | 206,729 | - | - | 206,729 | ||||||||||||
| Share-based compensation | 90,841 | 68,334 | - | 159,175 | ||||||||||||
| Total | 8,465,855 | 2,084,888 | 107,576 | 10,658,319 | ||||||||||||
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| Nine months ended September 30, 2025 | ||||||||||||||||
Selebi $ | Selkirk $ | Other $ | Total $ | |||||||||||||
| Drilling | 5,209,483 | 1,521,991 | - | 6,731,474 | ||||||||||||
| Site operations, administration, & overhead | 3,402,903 | 600,316 | 260,318 | 4,263,537 | ||||||||||||
| Infrastructure & equipment maintenance | 2,212,685 | 100,498 | - | 2,313,183 | ||||||||||||
| Geology | 2,109,834 | 865,740 | - | 2,975,574 | ||||||||||||
| Mine development | 2,205,097 | - | - | 2,205,097 | ||||||||||||
| Electricity | 3,287,186 | 15,597 | - | 3,302,783 | ||||||||||||
| Engineering & technical studies | 1,770,926 | 192,056 | - | 1,962,982 | ||||||||||||
| Geophysics | 594,456 | 169,100 | - | 763,556 | ||||||||||||
| Freight, tools, supplies, & other consumables | 1,153,992 | 115,345 | - | 1,269,337 | ||||||||||||
| Health & safety | 354,612 | 4,103 | - | 358,715 | ||||||||||||
| Environmental, social & governance | 367,508 | - | - | 367,508 | ||||||||||||
| Share-based compensation | 411,631 | 205,815 | - | 617,446 | ||||||||||||
| Total | 23,080,313 | 3,790,561 | 260,318 | 27,131,192 | ||||||||||||
Financial Instruments
ASC 820 - Fair Value Measurement establishes a three-tier fair value hierarchy. The fair value hierarchy’s three tiers are based on the extent to which inputs used in measuring fair value are observable in the market, and are as follows:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities; | |
| Level 2: | Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and | |
| Level 3: | One or more significant inputs used in a valuation technique are unobservable in determining fair values of the asset or liability. |
Determination of fair value and the resulting hierarchy requires the use of observable market data whenever available. The classification of an asset or liability in the hierarchy is based upon the lowest level of input that is significant to the measurement of fair value.
The carrying value of cash and cash equivalents, trade payables and accrued liabilities approximate their fair value due to their short-term nature and therefore have been excluded from the table below. A summary of the carrying value and fair value of other financial instruments were as follows:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||
| Classification | Carrying Value $ | Fair Value $ | Carrying Value $ | Fair Value $ | ||||||||||||||
| DSU liability | Level 1 | 677,426 | 677,426 | 941,664 | 941,664 | |||||||||||||
| Vehicle financing | Level 2 | 283,510 | 283,510 | 246,137 | 246,137 | |||||||||||||
| Mortgage payable | Level 2 | 1,413,144 | 1,413,144 | - | - | |||||||||||||
| Term loan | Level 3 | - | - | 18,983,212 | 20,862,478 | |||||||||||||
| NSR option liability | Level 2 | 2,750,000 | 2,750,000 | 2,750,000 | 2,750,000 | |||||||||||||
DSU liability - the fair value of the DSUs is measured using the closing price of the Company’s Common Shares at the end of each reporting period.
Vehicle financing and mortgage payable - the fair values approximate carrying values as the interest rates are comparable to current market rates.
Term Loan – the Term Loan is carried at amortized cost. The fair value measurement of the Term Loan was based on an income approach.
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NSR option liability – The fair value of the NSR options is determined using a valuation model that incorporates such factors as discounted cash flow projections, metal price volatility, and risk-free interest rate. As the NSR options are exercisable entirely at the discretion of Cymbria and the underlying projects are in the exploration stage, the fair value of the call and put on the options as at September 30, 2025, and December 31, 2024 is $nil.
The Company’s financial instruments are exposed to certain risks as discussed below:
Interest Rate Risk
The Company’s exposure to interest rate risk arises from the interest rate impact on its cash and cash equivalents and debt facilities. Interest incurred on the vehicle financing and mortgage payable is based upon a variable base rate, being the lending institution’s prime lending rate, plus a fixed rate margin. Each one percentage point change in interest rates would result in a $16,967 change in annual interest expense.
Foreign Currency Exchange Risk
The Company primarily operates in Canada, Barbados and Botswana and undertakes transactions denominated in foreign currencies such as the US dollar and Botswana pula, and consequently is exposed to exchange rate risks. The value of cash and other financial assets and liabilities denominated in foreign currencies can fluctuate with changes in currency exchange rates. Exchange risks are managed by matching levels of foreign currency balances with the related obligations and by maintaining operating cash accounts in non-Canadian dollar currencies.
The following table illustrates the estimated impact a 5% USD and BWP change against the CAD would have on net loss before tax as a result of translating the Company’s foreign denominated financial instruments:
| Currency | Change | Effect on Net Loss (Earnings) Before Tax $ | Change | Effect on Net Loss (Earnings) Before Tax $ | ||||||||||
| USD | +5% | (89,376 | ) | -5 | % | 89,376 | ||||||||
| BWP | +5% | 86,344 | -5 | % | (86,344 | ) | ||||||||
Credit Risk
The Company’s credit risk is primarily associated with its cash and cash equivalents. The Company’s exposure to credit risk arises from the potential default of the counterparty to its cash and cash equivalents, and the maximum exposure is limited to the carrying value of these instruments. The Company limits exposure to credit risk on its cash and cash equivalents by holding these instruments at highly-rated financial institutions.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities that are settled by delivering cash or another financial asset. The Company manages the liquidity risk inherent in these financial obligations by regularly monitoring actual cash flows against its budget, which forecasts expected cash availability to meet future obligations. The Company will defer discretionary expenditures, as required, in order to manage and conserve cash required for current liabilities.
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Critical Accounting Estimates and Judgments
This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed interim consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed interim consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed interim consolidated financial statements. We base our estimates on historical experience, known trends and events, and other assumptions that we believe are reasonable under the circumstances, and we evaluate these estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
There have been no significant changes to the critical accounting estimates and judgements disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024, with the exception of the below:
Debt Extinguishment
Upon the extinguishment of debt, the difference between the amount paid on extinguishment, including miscellaneous costs of reacquisition, and the net carrying amount of the debt being extinguished, being the amount due at maturity, adjusted for unamortized premiums, discounts, and costs of issuance, is recognized as a gain or loss when the debt is extinguished. The fair value of the assets transferred or the fair value of an equity interest granted is used in accounting for the settlement of the debt unless the fair value of the debt being settled is more clearly evident.
Recently Adopted Accounting Pronouncements
ASU 2023-09, Income Taxes: Improvements to Income Tax Disclosures
In December 2023, FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The Company adopted the new standard effective January 1, 2025, and will include certain additional disclosures in the notes to its consolidated financial statements for the year ending December 31, 2025.
Recently Issued Accounting Pronouncements and Disclosures Not Yet Adopted
ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
In November 2024, FASB issued an ASU which will require entities to provide disaggregated disclosure of specified categories of expenses that are included on the face of the income statement, including: purchases of inventory, employee compensation, depreciation, amortization and depletion. This ASU becomes effective January 1, 2027. The Company is assessing the impact of this ASU, and upon adoption, may be required to include certain additional disclosures in the notes to its consolidated financial statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Quantitative and qualitative disclosures about market risk have been omitted as permitted under rules applicable to smaller reporting companies.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer as appropriate to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025. Based on the evaluation of these disclosure controls and procedures, management concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may be involved in litigation that arises through the normal course of business. As of the date of this filing, we are not aware of any material legal proceedings to which we or any of our subsidiaries is a party or to which any of our property is subject, nor are we aware of any such threatened or pending litigation or any such proceedings known to be contemplated by governmental authorities.
We are not aware of any material proceedings in which any of our directors, officers, or affiliates or any registered or beneficial stockholder of more than 5% of our common shares, or any associate of any of the foregoing, is a party adverse to or has a material interest adverse to, us or any of our subsidiaries.
Item 1A. Risk Factors
Risks and other factors include those listed under “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 and elsewhere in this Report, including the risks noted below.
We caution readers that our business activities involve risks and uncertainties that could cause actual results to differ materially from those currently expected by management. We described the most significant risks that could impact our results in Part II, Item 1A. “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025.
Investing in our common shares involves a high degree of risk. You should carefully consider the risks and uncertainties described in Part I, Item 1A under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, in addition to the other information included in this Quarterly Report on Form 10-Q before making an investment decision regarding our common shares. If any of these risks actually occur, our business, financial condition, or operating results would likely suffer, possibly materially, the trading price of our common shares could decline, and you could lose part or all of your investment. The risk factors included in our prior SEC filings are supplemented with the following risk factors:
The failure of the Corporation to comply with all post-closing covenants, study phase requirements, and contingent milestone payments relating to the Mines could materially adversely affect the business, operations and financial conditions of the Corporation
In January and August of 2022, the Corporation closed the acquisitions of the Selebi Mines and Selkirk Mine, respectively. Pursuant to the terms of the acquisitions, the Corporation has to comply with certain milestone payments which, if not satisfied, will result in the Mines reverting to the liquidators. There are approximately US$55 million in contingent post-closing milestone payments due to the liquidators in connection with the Mines, with (i) US$25 million payable upon the approval by the MMRGTES of the Corporation’s Section 42 and Section 43 applications (for the further extension of the mining license and amendment of mining programme, respectively) which are to be submitted in March 2026 and require a compliant economic study, and (ii) another US$30 million payable on the completion of mine construction and production start-up (commissioning) by the Corporation, but not later than four years after the approval by the Minister of MMRGTES of the Corporation’s Section 42 and Section 43 applications. The Corporation expects to pay the US$25 million amount in the fourth quarter of 2025. Further, the Selkirk asset purchase agreement provides for a three-year study phase which, pursuant to the agreement, was extended for one year to August 17, 2026.
The Corporation has made certain assumptions as to what constitutes a compliant economic study based on its interpretation of the Botswana Mines and Minerals Act as no governing technical standard is specified. There can be no assurance that the Corporation’s interpretation of the act will be consistent with the intended wording or application of the Botswana Mines and Minerals Act or that regulators will accept the level of technical work currently contemplated. Any requirement for additional work or re-submission could delay approvals and associated project timelines.
The failure of the Corporation to comply with all the post-closing covenants, study phase requirements, and contingent milestone payments relating to the Mines, if and when those milestones are achieved, could materially adversely affect the business, operations and financial conditions of the Corporation, including the requirement to return the Selebi Mines or Selkirk Mine to the liquidators, and impact the market price of the Common Shares.
There are inherent risks associated with the economics of developing mineral properties
Substantial expenses are required to establish and upgrade mineral resources and mineral reserves through drilling, to develop metallurgical processes to extract metal from ore, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. These risks are inherently higher at the preliminary economic assessment stage, which represents an early phase of project evaluation where economic estimates are preliminary in nature and based on limited geological and technical data. In addition, the expenses and capital expenditures incurred by the Company are subject to the risks of cost inflation.
No assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operation or that the funds required for development can be obtained on a timely basis. The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond the Company’s control and many of which cannot be predicted, such as market fluctuations, the proximity and capacity of milling and smelting facilities, mineral markets and processing equipment, and such other factors as government regulations, including regulations relating to royalties, permitted production levels, importing and exporting of minerals, and environmental protection. Depending on the price of minerals produced, the Company may determine that it is impractical to commence commercial production.
The Company may be unable to close the November 2025 best-efforts Offering in Canada and concurrent private placement in the United States
There can be no assurance that the Company will be able to complete the November 2025 best-efforts public Offering in Canada and concurrent private placement in the United States or that sufficient net proceeds will be raised to meet the Company’s planned objectives. Because the Offering is being conducted on a best-efforts basis, the agents are not obligated to purchase any of the securities offered, and there is no minimum amount that must be raised in order for the Offering to close.
If the Offering does not close, or if less than the anticipated amount of proceeds is received, the Company may be required to reduce, defer, or re-prioritize planned expenditures, including exploration and evaluation activities, and may need to seek alternative sources of financing.
If the Company is unable to raise sufficient funds to satisfy its obligations under the Selebi APA by the required date, it may need to seek additional equity or debt financing or reallocate existing resources. There can be no assurance that such additional financing will be available on acceptable terms or at all. Failure to obtain sufficient financing within the required timeframe could have a material adverse effect on the Company’s business, financial condition, or results of operations, including the potential requirement to return the Selebi or Selkirk Mines to the liquidators.
Use of Proceeds of the November 2025 best efforts Offering may be used other than as described
Management will have discretion concerning the use of the proceeds of the November 2025 Offering as well as the timing of their expenditure. As a result, an investor will be relying on the judgment of management for the application of the proceeds of the Offering. Management may use the net proceeds of the Offering other than as described in this Form 10-Q if they believe it would be in the Corporation’s best interest to do so and in ways that an investor may not consider desirable. The results and the effectiveness of the application of the proceeds are uncertain. If the proceeds are not applied effectively, the Corporation’s results of operations may suffer.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no unregistered sales of the Company’s equity securities during the nine months ended September 30, 2025, other than those previously reported in a Current Report on Form 8-K.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements
During
the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1* | ||
| 31.1* | Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer | |
| 31.2* | Rule 13a-14(a)/15d-14(a) certification of Chief Financial Officer | |
| 32.1** | Section 1350 certification, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101. INS* | Inline XBRL Instance Document | |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 13, 2025 | NEXMETALS MINING CORP. (Registrant) | |
| By: | /s/ Morgan Lekstrom | |
| Name: | Morgan Lekstrom | |
| Title: | Chief Executive Officer (principal executive officer) | |
| By: | /s/ Brett MacKay | |
| Name: | Brett MacKay | |
| Title: | Chief Financial Officer (principal financial and accounting officer) | |
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